The Side Effect
by megamatt09
Summary: AU, the spider bite gives something extra to Peter. Peter/Multi.
1. Chapter 1

_Alternate Title For This Story: Bitches Love Spider-Man. This has been in developmental hell for about a year or so. Given that Chronicles Volume 2 wrapped up production just last week (even though all of the chapters have not been posted), I feel the time is right. This was also given a preview months back in the first(and so far only) Web of Spider-Man short. Yeah, I've been meaning to do more those…..um eventually. _

_Anyway, enjoy! _

* * *

Nick Fury was never one to mince words. He knew when a situation was fucked up beyond all belief.

"Should we tell them Commander Fury, sir?"

"Some people are better off not knowing that they were tortured, operated on, and god only knows what else by HYDRA," Fury said, looking at them. "Their memories of the ordeal…..the last seventy two hours, they're all gone."

"They don't seem to remember anything; the last thing they remember is when the plane went down."

Fury gruffly nodded.

"Let's hope it remains that way," Fury said, looking at the scientist. "Check them out and release them. Keep an eye on both of them. When HYDRA gets their hooks into you, it's a long road towards recovery."

The agents nodded and there were gruff statements of reassurance. Fury hoped that sending two of his top agents, Richard and Mary Parker on a mission like that would not come back to bite SHIELD in the ass.

"We caught the HYDRA scientist in question sir, but he's not talking," one of the field agents said, poking her head out from behind the door.

"It would be one of many no doubt, and I'm certain we were damn lucky to get that one," Fury said, holding the file report that they had.

Other than the fact that the Parkers had been captured, tortured for several days, experimented on, Fury could not find anything wrong with them. In fact, he found everything right with them, which made absolutely no sense whatsoever. They were healthier than they were during their last SHIELD physical.

What were the ramifications of what they did?

HYDRA had a game that they were playing but it was up to Fury to figure out what they were up to. And if he could not figure things out, there would be huge ramifications.

That word resounded to Fury big time.

"Release them once you check them over one time and do everything you can to find even the slightest thing wrong," Fury said. If the Parkers were clean, then perhaps they were fortunate. Many SHIELD agents who had been captured by HYDRA were not.

"Yes, sir."

* * *

Twenty years later, sixteen year old Peter Parker was about ready to enjoy what he hoped to be a nice quiet Saturday morning.

He did get a text message from a friend of his, because there was something interesting that she wanted to show them. The young man made his way outside, feeling the nice breeze as he walked down a couple of blocks. It was one of those days where he was happy to be alive.

Over the past thirteen years, Peter lived with his Aunt May and his Uncle Ben, that was the only kind of life that he remembered. He only knew that his parents died in an accident thirteen years ago. His memories of them were extremely faint, but that was the past.

The young man made his way outside of OsCorp tower.

He wondered how he was going to be able to get inside. The security must be something amazing to get through the door.

The guard at the door wasn't the most attentive person in the world. It was early Saturday morning and he was not really in it all of the way.

Peter watched the guard go off to get his cup of coffee.

"Psst, Peter."

Peter spun around so fast that he nearly received whiplash. He saw someone waiting for him.

"Oh, hey Gwen….um are you supposed to…"

"Relax, it's okay, no one's here."

Gwen Stacy walked forward, with a smile on her face, that was tainted with mischief. Her blonde hair hung down past her shoulder, with a black head band covering the top of her head. A black blouse buttoned up to cover her chest and she wore a white lab coat. Casually, she wore a pair of blue jeans, tight against her body. That gave Peter a nice view.

"They're working on something fascinating, it could change the world if they get it working for humans," Gwen said and Peter looked at her, with a surprised look. "Many diseases that are uncurable, they could be cured."

"Well, you've been busy here, haven't you…"

Gwen Stacy was two years older than Peter and kind of like a mentor. Sometimes a corruptive influence in some ways, the more that Peter knew about it. Her mother died at an extremely young age and her father was the Captain of the New York City Special Crimes Unit. He was never really around, so Gwen practically raised herself.

"Well what do you have to show me?" Peter asked and Gwen's lips curled into a bright smile, she grabbed Peter around the arm.

"Glad you asked," Gwen said, leading Peter there. "The OsCorp project started simple, injecting spiders with this super serum…"

"Spiders powered by super serum?" Peter asked, raising his eyebrow.

"Yes, by super serum," Gwen said with a smile. "Kind of like Captain America, only not really. That formula died with the original scientists. And companies and the government have been trying to duplicate that formula for years."

"But they've not gotten close," Peter said, remembering how he read about that for years. She lead him down the restricted area.

"This is so cool right here, these spiders have been specially bred for the purpose of testing the formula," Gwen said, swiping her card through the door and making it go through. "We'll be fine for the next hour, but when the security shift switches over, the other guard….is more attentive to this one."

"So no one is allowed to be here…..that's not…."

"Well its frowned upon," Gwen said, looking forward. "But there's no official restriction. I'm just an intern, so I really don't have much of a job to lose."

"That's an interesting way to think about things," Peter said, and Gwen's lips curled into a smirk. Her hand clasped onto his as they looked over the box of the spiders.

In the window behind then, there was a fresh batch of the formula simmering. Gwen noticed Peter looking at it.

"The last attempt was as potent as Osborn wanted," Gwen said and Peter looked at her.

"You actually talked to Norman Osborn?"

Gwen had a sheepish smile on her face. "Not exactly, but I know someone, who knows someone, who knows someone, who has a cousin whose boyfriend's sister talked to Norman Osborn over the phone."

"How many levels deep was that again?" Peter asked but Gwen looked at the spiders, a frown appearing on her face. "What is it now?"

"There are supposed to be fifteen spiders here, but there are only fourteen," Gwen said, doing a quick head count and Peter looked at her.

"They're….not supposed to be out in the open, are they?"

"Don't panic, maybe one of them were taken out of the case for experimentation," Gwen said, brushing the hair from her face.

"I hope….so," Peter said, saying the next word immediately and he could see a spider crawling on his arm. "Um Gwen."

"Don't move….try not to breath too much," Gwen said and she looked at Peter, sensing the question that he was about to ask. "I'm not sure what the consequences of the serum infected spider biting a person is but…."

Gwen left that statement hanging as the spider appeared to be docile on Peter's arm. That was a good thing, as one small tiny jostle could have shifted it.

'_Doesn't exactly fill me with warm confidence and sunshine,' _Peter thought to himself and the blonde casually picked up a pair of tweezers.

"Going to be over before you know it," Gwen said, an air of being professional to her voice. She reached forward and prepared to remove the spider off of Peter and return it humanely to the case where it could live out the rest of its, likely short life.

A hissing caused Gwen to pause and cringe.

'_Please don't be what I think this is, please don't be what I think this is, please don't be what I think this is,' _Gwen thought, as she looked over her shoulder and the OsCorp formula bubbled in a sinister manner. The blonde's heart thumped against her chest.

No sudden movements, easy does it. Can't go too slow but….

BOOM!

The grass cracked and Gwen could see the green fumes leak into the room. She was closest to it, so she inhaled the formula.

"Oww," Peter winced as the spider bit him. The arachnid landed on the ground, motionless.

"Peter," Gwen whispered, she inhaled some of the fumes from the formula, which made her a bit light headed. Hanging onto the wall for leverage, she slid over to Peter. "Are you….."

"The spider bit me," Peter said, he could see the bite on his arm and it was pulsing. He was pretty sure that spider bites weren't supposed to do that.

"Yeah….we better get you to the hospital….." Gwen managed, as she took half of a step forward and nearly collapsed. The fumes she inhaled made her light headed.

With surprisingly fast relaxes, Peter caught Gwen.

"Seems like I'm not the only one who should be going to the hospital right about now," Peter said, much to his surprise, his vision was a bit blurry.

Taking off his glasses, his vision was picture perfect. He faced Gwen and never realized how beautiful she was. Well he did realize that before, because he had to be stupid not to but…..well Peter was just going to stop thinking before he confused himself.

"Pete….I'm fine," Gwen said, as she felt her body heat up, and her arms held around his neck. She could feel Peter's arms wrap around her, he felt so warm pressed against her. The blonde blinked. "Really, I'm fine."

"Gwen, you're hot," Peter said and Gwen gave him a smoldering smile.

"Thanks for noticing, took you long enough," Gwen muttered to herself and Peter looked a bit agitated.

"No, literally, as in you're burning up."

Gwen noticed that about a few seconds after Peter mentioned it to be honest. She actually got really hot and then she felt a chill go down her body. Then back to normal.

"I feel fine right now," Gwen said to Peter and Peter placed his hand on her head, feeling the soft flesh underneath it. "See, fine, just fine."

"You nearly collapsed…"

"Well if you really want to give me a full physical, than by all means," Gwen said, her teenage hormones kicking up to an entirely different level. She could feel her core heat up and there was a second where she wondered if the chemical was some kind of super sex stimulant. "I wouldn't mind anyway…..I've got to….."

"Gwen, maybe you need to get to the hospital," Peter said, but he could feel her subtly rub against him. He tried not to get hard with her rubbing against him.

"I told you Pete, I feel fine," Gwen said, and now she was practically straddling his lap as he was back against the table. The blonde gave him a smoldering smile, slowly drawing circles on his chest with her index finger. "In fact, I feel great."

"I don't know about….."

Gwen cut off his protest with a long and juicy kiss. Peter's eyes widened, as her lips were moist and warm. They tasted delicious, kind of like strawberries but different. He could not really explain the intoxicating aroma flowing through his body.

Pheromones shot into the air and Gwen ran her fingers down his back. The two broke apart from the kiss and Peter was well aware that his hands rested on her supple young rear.

"Pete, that was amazing," Gwen said with a wide smirk on her face and Peter looked at her.

"Yeah, it was," Peter said, he was overcome by teenage lust, actually this was beyond teenage lust. Feral, animalistic instinct might be a better way to describe that. Although he was not discounting the small part the teenage hormones put into it. "So amazing…"

"Yes," Gwen said and she ran her hand down Peter's stomach and stopped a bit below the belt area. Her hand curiously roamed down his pants.

"Gwen….." Peter said.

"You might have swelling because of some kind of reaction from the spider," Gwen whispered, feeling him pulse in his pants underneath the palm of her hands. She slowly ran her fingers over it and she caused Peter's hips to give a jump. "It's common but there are no other side effects…..that I can know. But given the spider…there might be some ramifications."

Gwen threw her head back.

"How often do you jerk off?"

Peter was taken completely aback by that question, especially with the girl in question doing the action she asked of to him.

"That was a simple question, Pete, not exactly quantum physics," Gwen said, stroking him slowly in his pants. He really had nothing to be embarrassed about so Gwen wasn't sure why he turned all blushing nun on her.

Peter closed his question. "I don't know, I really don't keep track."

"Once a week, once a day, a couple times a day, every hour on the hour….."

"Every hour on the hour!" Peter yelled, a bit scandalized on that question and Gwen clenched him, firmly. The blonde slowly pumped him. "Why….why do you need to know anyway?"

"I need to sate you so I can get you home to run tests, and I have only twenty minutes to do this," Gwen said as she looked at the clock nervously. She could feel her own lust about ready to give way and she imagined Peter inside her. "So, I kind of need to know what type of resistance you have built up."

"I don't know, every so often…"

"Pete, details, do not skimp out on them," Gwen said, speaking up her actions, in an attempt to get him to burst. "You're a teenage boy, I don't know what kind of Beaver Cleaver household that you were raised in to have masturbation be such a taboo."

"Fine, three times a week, more when I see you," Peter said and Gwen looked at him, with a wicked grin, as she used her other hand to coax his essence from him.

"I'm not offended that I was your fuel for your fapping fantasies," Gwen said as she continued to work him over. She could feel how think he was in her hand and wondered how he would taste in her mouth.

"Gwen," Peter groaned and Gwen smiled. "I'm not sure….."

"We've known each other for two years, I say that's more than enough time, hell that's a long time in high school years," Gwen said, speaking up her motion. "Pete, I need you to cum for me. Don't hold back, give me everything that you have."

Pete saw Gwen's face and that was enough to really get him going. Her hand pumped him, rapidly and he felt himself twitch.

The explosion was more prolific then he remembered and it did feel more amazing in a girl's hand, as opposed to in a set of paper towels.

The thick fluids coated Gwen's hand and she could feel them. They were so thick that she could not believe it.

The blonde lifted up her hand and licked it, tasting it.

"Mmm," Gwen said and she looked at Peter. "Come on, I'll drive you to my house…..there's no way I can let you get home in the state you're in. Just let me take care of this."

Gwen began to type something in on the computer. She was hard at work and Peter noticed that she struggled to maintain her composure.

"What are you doing?"

"Erasing the last hour of security footage," Gwen said as she hacked into the system. "Trust me, you don't want what we did to pop up on camera."

'_Nothing compared to what we're going to do,' _Peter thought but then he had to smack himself for the thought.

"But that was just an appetizer before the main event," Gwen said, as she blacked out the security cameras. "There, last hour gone, last ten minutes gone."

Gwen looked over her shoulder and she could hear the footsteps around there. They were coming from the other end of the lab, finally noticed the explosion. She actually was surprised it took this long and she convinced herself that for once she was fortunate.

"So, my car's parked outside, let's go," Gwen said to Peter, hoping that the traffic wasn't too bad. She needed to figure out what the damage was and if her theory was corrected.

"Why do I feel like I'm your science project….."

"I just need to ensure that everything is fine and…..you're not running a fever, are you?" Gwen asked and Peter looked at her, shaking his head.

"Is there a reason why I…"

"Well if you were running a fever, then I would be worried," Gwen said, with a frown crossing her face. "Because that means that you were dying from the venom of the spider. Certain varieties of spiders in here are highly poisonous and can kill prey ten times their size."

"What…why….they put super serum in the bodies of these spiders?" Peter asked, trying to wrap his head around that. Gwen shrugged her shoulders. "Who in the blue hell thought that was a good idea."

"I don't know," Gwen said, shrugging her shoulders. "I just intern here, I can't figure out everything."

Peter had been so wrapped up in their conversation that they did not notice that they were outside.

"So far, so good," Gwen said and she looked at him, before she lowered her voice to an apologetic whisper. "I'm sorry."

"For what?"

"Well, I'll let you know when I'm right, hopefully I'm not," Gwen said, ushering Peter into the car. "I'll get us there as quickly as I can. I have a lab in my bedroom….."

"What if you blow up the house?" Peter asked before he could help himself.

"Do I really seem like the mad scientist type?" Gwen asked and Peter opened his mouth but she cut him off. "Actually, don't answer that question."

"Wasn't going to, I'd like to live," Peter said and Gwen shook her head.

'_Patience, patience,' _Gwen chanted mentally, almost like a mantra.

"Um, Gwen."

"Yes," Gwen said, trying to keep her mind on the road and not on the fact that she wanted to jump Peter and ride him into a coma.

"Since when did you have pointy elf ears?"

"I don't," Gwen said, hitting the breaks when the light turned read but then she stopped, catching a glimpse of her ears. "Well….I guess I…..I guess I do. Although I'd classify them as more goblin like, not elfish, really."

"We're not going to get into a debate about the details of mythological creatures," Peter said and Gwen smiled.

"No," Gwen muttered, wondering if other parts of her body were shifting. Then again, her shirt didn't seem just this tight this morning.

Must have been some vitamins in that green cocktail. She just hoped that she didn't turn into some hulking green goblin creature and go on a rampage or something absurd like that.

* * *

"Sir, we have a problem."

Norman Osborn slapped the folder down on his desk. He sat in the darkness in his office, medication hastily shoved back into his desk.

"What kind of problem?"

"There was an explosion, the Goblin serum has been tainted beyond all use….."

Osborn did not want to hear this. That serum was his lifeline. He was running out of time.

"Salvage it," Osborn said to his underling. He wasn't going to let this slip through his fingers. He was pretty sure that this particular cocktail would make him strong beyond all measure.

There were two things that Osborns never did.

An Osborn never apologized.

And an Osborn never gave up. Even when the doctor gave him six months to live.

**To Be Continued. **


	2. Chapter 2

Much to Gwen's relief and obvious surprise, she did get Peter at home without any trouble whatsoever. And she didn't have anything wrong with her, other than the goblin ears, elf ears, whatever one wanted to call them.

"So…..you're not running a fever or anything, that's the best sign as we've established," Gwen said and she unbuttoned the first few buttons of her shirt to allow her some breathing room. It was much tighter against her chest. The blonde hoped that her skin did not turn green or something absurd like that. Because while the ears might be easy enough to hide given some creativity, green skin was far worse. "The spider bite was only the tip of the iceberg, there's the serum vapors. Did you inhale any of it?"

"I don't remember," Peter said and Gwen raised her eyebrow. "I mean, I was distracted by the spider so much that I didn't know whether or not I inhaled them."

"They could have serious ramifications if you inhaled it or perhaps the two would cancel each other out," Gwen said, brushing her fingers through her hair. "But it's not like that, with the pheromones and other powers that you might exhibit."

Gwen could run a test.

"Peter, pick that bookshelf off of the ground," Gwen said to him and Peter raised an eyebrow. "Pick it off the ground and over your head."

If her theory was correct, he might be exhibiting some kind of strength that was proportional to a spider.

Peter did not question that matter too much and he grabbed onto the book shelf. It took a few seconds but much to his surprise, he lifted the jam packed bookshelf over his head.

"Okay, you can lift the bookshelf, not exactly all that impressive," Gwen said and Peter raised his eyebrow. "And by not that impressive, I mean not that impressive based on what you could do."

"What can I do?"

"Well you should be able to lift well over a ton and that could be the baseline minimum of what your strength is capable of," Gwen said, pinching the bridge of her nose. She was trying to mentally run through everything in her mind. "Then again, we're going through territory that is increasingly uncharted so….."

"Anything is possible," Peter cut in and Gwen responded by nodding.

"Yes, Pete, you said it, anything is impossible," Gwen said and she closed her eyes. "And your body is still assimilating with those powers. It could be possible that after twenty four hours, you could burn through it and you would be back to normal."

Gwen listened closely and felt Peter's pulse.

"Everything appears to be normal on that front," Gwen said and she ran her hand over the top of his head. "Temperature is normal but….."

Gwen turned around and picked up a large book from her desk. Without warning, she threw it at Peter.

Peter caught the book in his hand, it was almost like he had some kind of warning, telling him that there was some large book flying at his head.

"So, are you going to tell me what the point of that was?" Peter asked, surprised that he caught the book in his hand.

"I was seeing if you had some kind of danger reactive sense, because it has been bred into some of the breads of spiders that OsCorp was using for its experiments," Gwen said and Peter blinked at her. "Although spider sense kind of rolls off of the tongue better, doesn't it?"

"Spider Sense?" Peter asked, raising his eyebrow. He was not about to hide his amusement and Gwen frowned back at him.

"Do you have a better name for it?"

"No, actually I don't," Peter admitted after racking his brain.

"Your stamina should be increased, your speed….we already dealt with strength and you should stick to and be able to climb walls," Gwen said and she was racking her brain for something else. "Along with other surfaces."

"So certain parts of my body can stick to…"

"Yes, but you should be able to consciously turn it off, at least I assume that you can," Gwen said and she took a few seconds to think about what she needed to do. She was all business, even if the thoughts in her mind was less so.

Peter could not help but respond with the obvious statement. "Well you all know what they say about assumptions, don't you?"

"Yes, I do," Gwen said, frowning as she bit down on her lip. "But we've got a lot more tests to run and….."

"What about you?" Peter asked, not able to help himself. "You would have some powers due to that green serum cocktail that you inhaled."

"One problem at a time, Pete," Gwen said, waving off that thought. The blonde scientist was curious about Peter's limits. "We're going to test your strength, your speed, and then…..we're going to test your stamina."

Perhaps it was just the perverted teenager that rested in the mind of all teenagers, but Peter was intrigued about what "testing his stamina" entailed.

* * *

"Okay, that battery of tests went as planned."

Peter took a breath and there was a smile that crossed his face. "Good, I'm glad."

"Long term…..well that's only something that we could figure out long term," Gwen said and she smiled. "I'm not sure if you're going to have any other attributions of a spider, which could happen, potentially."

Peter had one thing to say. "You mean like I become hairy, grow four extra limbs, and start shooting webbing out of my….."

"Hypothetically those things could happen, yes," Gwen said, looking more thoughtful than anything. Come to think of it, the extra limbs thing might be useful, obviously, for obvious reasons. Her adrenaline was pumping to a heightened level and she needed someone to burn off some steam with soon. Peter was a person that she trusted to give her what they wanted. "But, again, I think that we're going into uncharted territory. There's also this potential chance that your DNA might be altered for some reason before you even got bitten by the spider. Once I run some tests, you'll know….."

"Wait you mean like a mutant," Peter said and Gwen nodded.

"Yes, like a mutant," Gwen said and she ran her hands through her hair. "Of course, there are other stimuli that could bring out unlocked potential in people. Bruce Banner could have very well turned into dust but…..well, he's mostly fine."

"Unless you make him angry," Peters said and Gwen nodded.

"I don't think that there's anything wrong with you," Gwen said, running her hands on Peter's arms. She could feel the subtle muscles forming. "But the problem is, your appetite will increase, and you need to fulfill it."

"So, I'll eat a couple more square meals a day," Peter said and Gwen shook her head. "Oh, you mean….."

"Yes, I mean, these pheromones that you excrete, they shouldn't attract every women within a country mile, but they will lower the inhibitions of those women who would be attracted to you normally," Gwen explained to him and she ran her hands down his chest, slowly unbuttoning his shirt to get a better look. "Someone as handsome as you, well there's no question about it, they will have no shortage of female attention."

"Is this…"

"Is it bad, not necessarily," Gwen said and she ran her fingers towards him. "Humans tend to go for one mate, because they are a simplistic species. You on the other hand, are less human, not completely spider, but partially man."

"Like some kind of Spider-Man," Peter muttered, seeing Gwen's bosom strain against her shirt and her cleavage was amazing. It made his mouth dry.

"Go ahead Peter, I'd be offended if you didn't," Gwen encouraged him, looking him straight in the eye. "I want to see how those hands would feel sticking to me."

Peter opened her blouse and pulled it off, revealing more of her soft skin. Her breasts pushed up in a black bra and he could see her strain against the cups.

"Beautiful," Peter said, this was about how he imagined them, actually come to think of it, it was better than he imagined him. And he imagined them to be quite nice.

"Thanks," Gwen said, giving one of her smoldering hot smiles, licking her lips as she looked him over. "You want to free them though."

**SNIPPED.**

* * *

Sometime later, Gwen came to one conclusion.

"Well as I expected, your stamina is about where it should be. But there is always room for improvement."

"Can't really argue with that there," Peter said and Gwen rested lazily on his chest, as his fingers worked through her hair. "I actually feel more refreshed, aren't you supposed to feel….well worn out."

"Are you complaining that you didn't get burned out?" Gwen asked and Peter shook his head. "No, I figured that you wouldn't. About the only thing that we need to figure out is how your powers will function as time goes on and I'll be honest, that's difficult to do right now."

"So maybe on another day," Peter said, glad that he managed to find all of his clothes. That could have been a problem if he would have went home naked

"Yes, and I've got those DNA samples, so I'll be able to take a closer look at how your DNA has gotten changed, don't worry, I'll guard them with my life," Gwen told him and Peter looked over his shoulder towards her. Gwen reached to the wardrobe and pulled out a fresh pair of panties, given that her old ones had been soaked. "And there's my powers which…I'm not sure what. Super strength at the very least, and heightened stamina."

"Among other things," Peter said.

"Well the serum it's untested," Gwen said, after the initial amount of dizziness, she felt fine. "There are rumors that most of the people who had an earlier match tested on them, within sixty seconds, they burst into flames."

Peter jumped up.

"How did they….how did they find people who would….how did….."

Gwen gave him a kiss which soothed his nerves a little bit. "Pete, honey, you'd be surprised with what a few ex-cons would do for a little bit of power."

Peter let out the breath that he had been holding with only one word coming out of his mouth. "Right…..so….it's almost two in the afternoon?"

Gwen laughed. "Time sure flies when you're having fun, and I'm having a lot of fun."

"It's a good thing that your Dad didn't come home….."

"Dad's caught up a lot of the mob activity, the crime rate in this city has tripled," Gwen said and she leaned over and kissed Peter once more on the lips. "If you just tell your Aunt and Uncle that I was tutoring you in something, I'm sure that won't question things too much. They trust you."

"Yes, they do," Peter said and Gwen decided to go for the most obvious point.

"And obviously I was tutoring you in biology…"

"Did you really have to go there?"

Gwen laughed, the smile crossing her face getting even wider. "Well it's true and if there are any problems, you have my cell phone number. Don't worry about if it's too late. This is important and we need to monitor this. The last thing we need is some government agency tracking both of us down and turning us into some kind of super powered lab rats. Or worse, their attack dogs."

"What are the chances of that happening?" Peter asked and Gwen crossed her arms, briefly scoffing. "Yeah, I know, I know."

"You do know," Gwen said and she gave him one more kiss before they left. "I'll see you on Monday, maybe sooner if you're so inclined."

There was no denying that particular invitation. Peter left, he had a short walk to his Aunt and Uncle's house around the block. Although perhaps he should stop and eat something. Gwen did mention that his appetite would be greater.

Gwen sank down on the bed, she should really feel some soreness going through her thighs after what happened but she felt fine.

She did feel her wrists itch and burn slightly. Were they supposed to do that? Gwen wondered if she should apply cream to it or something, that would potentially alleviate the burning.

Little miniature fire balls suddenly shot up from her fingers.

'_Oh shit,' _Gwen thought as she caught her curtains on fire. While she never really liked those curtains, that was not the point.

Thankfully, she had a fire extinguisher in her room and she was able to extinguish the flames.

Now Gwen was curious to see what the goblin formula did to her. She looked at the mirror and saw her goblin ears still in place.

The blonde screwed her eyes and crunched her nose up for a second. Her ears turned back to normal but it gave her a headache to do so.

'_Practice, my body is still changing,' _Gwen said, collapsing on the bed. She was going to have to run more tests. Call Pete in about an hour to make sure he got home safely, all that good stuff.

* * *

So he could climb walls, this was the only way to travel. Peter thought about some kind of device that he could build to easily swing from wall to wall, going across the city. It would sure save on gasoline and mean that he had no need for a driver's license.

Peter dropped down, being careful not to be seen. In the back of his mind, he already was trying to formulate some kind of web fluid formula. It was slow going.

One of the best things about these new powers was the fact that he no longer needed his glasses. The main problem with that though was he did not know how he was going to explain that to his aunt and uncle.

Peter made his way home, feeling very alive.

He entered the house and saw a note that Aunt May and Uncle Ben were out for the afternoon running errands and they should be back for dinner. Aunt May said that there was sandwiches for him if, he got hungry.

Well that was rather handy, as he was hungry, hungry like the wolf. Or rather a spider.

Peter chowed down on the sandwiches, looking at the Daily Bugle. A special report about how the mysterious Kingpin of Crime had been baffling police. How there was a reward for anyone who would turn in information leading to them to unmask him.

'_Hmm, lot of crime in New York City, and I've got power to do something about it,' _Peter thought to himself, flipping through the paper and looking at a lot of the fluff pieces. Tony Stark reinvented the wheel yet again and Reed Richards was up for some kind of an award for an invention that only he understood.

Scientific geniuses that he aspired to be like some day, but his parents were that in their own right. They left Peter behind a legacy and many unasked questions.

His cell phone was hot and he smiled as he picked it up.

"Just, calling to make sure you got home safely, Peter," Gwen said.

Peter was quick to answer. "Yes, I got home safely, took a bit of a wall crawling root. I think that some kind of….."

"Careful who you talk about, you don't know who might be listening in," Gwen said. If she could tap into phone conversations easily, with a few pieces of equipment, who knew what the government could be capable of.

"Right," Peter said.

"I'll talk to you on Monday, about the project that we're working on," Gwen said and Peter smiled.

'_Like that's not going to pique the curiosity of anyone who is listen in,' _Peter said.

"So, have you made any headway?' Peter asked Gwen.

"Loads," she replied, but her voice shook a little bit. "But I'll talk to you about it on Monday. And if you need anything….."

"Believe me, I know you'll be there when I need you," Peter told Gwen.

He had ideas roaming in his head but he felt like he needed to calm down his thoughts. Just because he had all of this new power, did not mean that everything would occur seamlessly.

Peter knew one thing, he had greater clarity of what was going on around him. Perhaps some day, even he could figure out what Reed Richards was talking about.

* * *

Norman Osborn smelled a rat, although he could not figure out exactly when and where that rat came out. Never the less, he saw something missing.

One of the OsCorp enhanced spiders were missing. It could not have gotten far.

The security system also failed, for a period of time this morning.

Putting that all together, someone, be it a guest or an employee got themselves bitten by one of the spiders. If there was a corpse out there who died from complications, then they needed to find it. An autopsy would be performed and they would be one step closer to perfecting their formula.

The seconds of time grinded on Osborn, the six months that he had to live, slightly less now, reminded him that time was not a luxury they had.

He was visited by a strange possibility, the fact that someone got bitten and survived.

What could happen then?

It was time to talk to the individual who oversaw the genetic splicing of the experiment. He turned to his assistant.

"Tell Octavius that I'm going to meet with him in five minutes."

There was no question because Osborn did not make requests. He did decisive actions and made demands.

He would go over the employee records, everyone in this building could be a potential carrier or someone who invited the person who got bitten inside the building without his knowledge.

Osborn hated when things were done without his knowledge and if he found the person who got bitten, whether or not they survived, he would have vital information.

**To Be Continued. **


	3. Chapter 3

"So, fireballs were coming out of your hands?" Peter asked Gwen, he was trying to keep his voice down so no one could find out what he was talking about.

The blonde's eyebrow corked halfway up and she nodded, with a smile on her face. "Yes….I didn't burn down anything, though, don't worry."

"Well that's a good thing."

"No kidding," Gwen said, that was something that threw here completely and utterly off guard to say the very least. The blonde brushed her fingers through her hair. "So….."

"You're trying to figure out if anything else is happening to your body, other than the obvious things that are happening to your body," Peter said and Gwen's smile became extremely forced. "But….."

"I know," Gwen said, almost breathlessly as she kept her eyes locked onto Peter's for a few seconds. "But, you know….."

"I actually came up with some ideas," Peter said and Gwen was curious about that. "I mean, I've got these powers, shouldn't I do something with them?"

"Well that's up to you, just because you have powers, you don't really owe anyone anything," Gwen said with a smile. "Especially considering it might draw some attention to yourself."

"You said it yourself though," Peter countered and Gwen wondered what she said. "The crime rate in this city is going through the roof and I don't think that I'll….."

"I know, I know," Gwen said and she smiled. "Believe me, your heroism is endearing…but…"

Gwen trailed off, to be honest, she had no reason why she should argue with what Peter was doing. The blonde racked her mind and thought about it.

"You've got a good point, actually," Gwen said and she smiled. "And I'm sure that someone with your brains, you're thinking about a productive way to go about this."

"Pretty much," Peter agreed, as they heard the first bell.

"We'll talk about this after school," Gwen said and the two of them made their way up the stairs with each other. They were chattering about various things and Peter made his way up the stairs.

"Yeah, my Dad said that there was a big explosion at OsCorp….."

"That place, it should be shut down, do you realize what it's doing to the environment?"

"You worry too much about what it does to the environment, Osborn's greedy ass put my father out of a job, he put his company out of business."

"Seriously?"

Peter and Gwen stopped and they tried not to act like he was listening to them.

"Hey, Parker, watch where you're going."

Peter stopped and nearly run into Flash Thompson. He took a step back and he sighed. Flash was the usual jerk jock douchebag, as everyone at Midtown High well knew. The problem was that he was the best at the world at what he did, and that was being a Quarterback. He lead the team to state twice already.

Even though his academics were not the best in the world, he was good at football.

"Flash, didn't see you," Peter said calmly.

Gwen glared at Flash as he was looking towards two of his cohorts. Nerds and jocks always mixed like oil and water.

Peter could hear a buzzing in the back of his head. He stepped out of the way, as one of the jocks tried to crouch behind him as the other prepared to push him over his back.

'_Really, what are we, five years old?' _Gwen thought as she tugged her hair but she was amused as one of the jocks tripped over the back of the other jock.

They scrambled up to their feet, about ready to gain some measure of revenge but Flash turned to them.

"Remember what he said…..if we are caught fucking with anyone, we're off the team," Flash said nervously. Their new coach was a hard ass and Flash had to work equally hard. And said coach chewed him out.

"I thought you wanted us to….."

"Not when people are watching," Flash said, although he had no idea why Parker annoyed him so much. He just did.

"Flash, aren't you going to walk me to class?"

Flash turned around and then he saw his girlfriend, on again and off again, Liz Allen standing there. Suddenly she stopped and stared.

'_Parker…..Peter Parker….no way,' _Liz thought to herself. There was something different about him, she couldn't really understand what it was however. Her dark hair framed the front of her face and she peered out at him. The Hispanic beauty watched him leave. _'He must be….didn't he…..well I guess he's not so puny any more.'_

"Hey, I think you're girl's gawking at Puny Parker….."

"No, he must have gotten contacts, he isn't wearing his glasses any more," Liz said quickly and Flash stopped, stared, and accepted that one.

"Don't see what that hot babe sees in him….."

'_Really, you don't?' _Liz mentally thought to herself but she shook her head. What the hell was the matter with her?

She wondered if she had stayed up too late cramming, that it was doing weird things to her brain. If she didn't pass this next set of exams, she would be off of the Cheerleading Squad and her parents would not be happy with that one.

* * *

"So did you think of a name?" Gwen asked as she managed to get some kind of communication link set up. "Can you hear me….."

"Spider-Man," Peter managed and Gwen nodded.

"Well that's entirely accurate," Gwen said as she could monitor Peter from afar and step in if she got into trouble. "This is a field test of your powers. I've got a police scanner here, I should be able to pick up crimes."

"Right, and…..very valuable," Peter said but he could hear something beneath him.

"To your right," Gwen said and Peter nodded, without breaking any stride or missing a beat.

"Yeah, I see it," Peter agreed with her, and his pulse quickened as he dropped down onto the ground. The web slinger was ready to move or at least as ready as he was going to be.

There were a group of hoods, dressed in biker jackets, wife beaters, and jeans, with red bandannas pulled over their faces and sunglasses on.

'_Must have only a face a mother can love,' _Peter thought to himself, and he became mindful of his surroundings.

The ledge that he was on was the perfect vantage point.

"The old man, he isn't going to move out," the leader of the gang commented to him.

"If he isn't going to move out, then….we're going to have to lean on him, apply some pressure," one of the goons said, cracking his knuckles fiercely and there was a great amount of agreement from all sides. Along with some sadistic laughter, but Peter remained calm.

"We get him tonight, force him out, and we're going to own this block."

Spider-Man dropped down on the ground. He was dressed in a red and black hoodie, a pair of jeans, and a face mask.

"What are you supposed to be?" one of the gang members asked.

"I'm part of the neighborhood clean up crew," Spider-Man said and he perched himself. "Time to take out the trash."

"Waste him!"

On one hand, Peter could not believe that had said such a cliché comment but on the other hand, he was not surprised.

"Really, must have taken you hours to come up with that one," Spider-Man said and he dodged the attack. It would have been a dangerous attack, if he was not a spider powered super hero.

The thug clung against a set of trash cans, his head bouncing.

"Fitting for garbage like you," Spider-Man said and he climbed up the building, out of sight.

"Where did he go?"

"He's right here," Spider-Man said, as he wrapped a line of webbing around his foot and pulled him up to the ledge.

The web shooters were working good, although the fluid was a bit jerky at first. Then again, he only had less than a week to work on it.

The web slinger saw a high tech weapon pointed at its face. It was a shame that the thief who wielded it was not too high tech.

"Yoink."

The web slinger pulled the weapon from his hand and then a second web yank caused him to be pulled into a leaping knee to the face, knocking him down.

"DIE!"

The thug swung the crowbar at Spider-Man's head, intent to cave it in.

He stood there and tried to fire the two web shooters. There was a clink and the web shooters refused to fire.

'_Oh that's lovely,' _Spider-Man thought to himself, holding up his hands but no matter what, he could not force the web fluid out.

He improvised, leaping onto the shoulders of his adversary, and then flipping him down to the ground.

The good news is that he made spares and they were pretty cheaply made. This was a test after all. The web slinger continued to take him down.

The sounds of sirens could be heard and Spider-Man stopped. All of the thugs were down and there was broken glass surrounding him.

Spider-Man was the only one who was still standing there and his heart kicked to a heavier heartbeat. There was only one thing that he could think right now.

'_Oh shit, please don't….'_

"Freeze….whoever you are, you're under arrest for destruction of public property."

Spider-Man had no desire to fight New York's finest.

"Take off the mask and stand down," Captain George Stacy said, as he stepped forward. "Come down, son, no one else needs to get hurt. You'll be back home by tonight if you….."

There was another explosion nearby. Someone had planted a bomb somewhere.

The leader of the gang rubbed his jaw, and looked angry. That freak with the spider powers was going to cruise for one alright. He tried to look around but the cops were there.

And it was time for him to get gone.

A limo pulled up at the doorway and the young man stopped and stared. The door opened and there was a hand that motioned for him to get into the limo.

"You're not going to believe this."

"What aren't we going to believe, Mr. Dillon?"

* * *

"Perhaps the spider has disappeared, I still don't see why you assume that it's bitten someone," Octavius whispered as he ran the simulation of some of the most probable events of what could have happened.

"I'm certain that someone disposed of the spider, whether it was the person who was bitten or some accomplice, I want to figure this out," Osborn whispered. "There have been no cases of anyone getting admitted into the hospital for unusual poisoning."

"We've been at this for a week sir, I'm certain that the spider….may have escaped into the wild, perhaps it got consumed by some predator," Octavius suggested, using his robotic arms to manipulate the equipment. This was a futile endeavor.

"No excuses, I know what the most probable results are, the wiped security footage, the missing spider, and the explosion in the lab," Osborn said to him, and he wasn't going to take no for the answer. "Nothing's turned up yet…"

"Perhaps there's nothing to turn up, sir….."

"You are lazy and unambitious, Octavius," Osborn said to him and he made his way outside the office door.

"Sir, there is a call….the Board wants to speak with you….."

"Tell them that I'm busy," Osborn snapped, not in the mood for the board and their games.

The subordinate nodded and turned around to do the deed.

Osborn hated this, that over the past nine days, he investigated this matter, and over the past nine days, he found absolutely nothing.

A spider like that did not disappear and a spider like that would not be consumed to a predator. Octavius was making excuses and it was because of his incompetence that the formula failed in the first place.

"Mr. Osborn, sir….."

"WHAT?" Osborn asked, looking extremely ill tempered. The man backed up, swallowing.

"You wanted to look for any suspicious activities…..involving anyone….with super powers or something like that," the man said and there was a long pause as Osborn nodded his head. "Well, sir, you might want to take a look at this."

Time stood still and Osborn made a split decision. "This better be worth my time."

"Don't worry, sir, it will be," his subordinate said and Norman Osborn stepped forward, waiting to see what news this would bring.

There was grainy television footage of a man who was dressed in street clothes, with a mask over his face. This young man exhibited amazing abilities, sensational and spectacular even. Norman Osborn viewed him slowly, as he took out the thugs.

He was raw, he was clunky, but the power was there.

"Did you get a better shot of him?" Osborn asked, closing his fist together. He tried to keep himself calm.

"No, sir, I didn't."

"Useless," Osborn hissed, venom flying from his voice. He did rewind the footage right away and continue to watch it. There were many questions going through his mind and not a sufficient amount of answers. Who was this man?

Who was this spider powered young man?

He had a piece to the puzzle missing and now he needed to find out what it was. Osborn hated mysteries, and he refused to believe that this matter was out of his hands, right away.

* * *

"So the field test for my powers went well, how about you?" Peter asked Gwen and the blonde raised an eyebrow. "Other than….well other than your father trying to bring me in…"

"That figures, Dad takes his job way too seriously, but it's unfortunate that a lot of criminals are walking because who they know."

Peter decided to bring this back around to what he asked. "You didn't answer the question."

Gwen's sigh was long and it was almost like she was trying to figure out what she was going to say. "Well I've got some kind of mild Pyrokinetic abilities. But, it's either all or nothing. I figured that the coverage is too wide and…"

"I'm sure it's simple as controlling your other movements, just visualize and it'll come to you," Peter said and Gwen's lips curled into a momentary smile.

"Right, visualize and it will come to me," Gwen agreed, easier said than done more often than not. Yet, she had to try. "The web shooters, they were a decent idea in theory, but they kept jamming out there, didn't they?"

"Prototype, I'm fine tuning it."

"Just keeping doing that, and I'm sure that a few other inventions are coming to mind," Gwen said and she looked back. "You have to be discrete about what you put out through….."

"Do you think anything that I can dream up would be good enough for people to want to buy?"

"Pete, you'd be surprised about the useless crap people by, it's all about perception," Gwen reminded him and he could not argue with that point. "And let's face it, what you're coming up with is far from useless crap."

"Right, right," Peter said, he could not argue about that point. "So, a nice dry run against the criminals out there."

"Yeah, but one of them got away, you might want to think of more permanent ways of securing them," Gwen said and Peter opened his mouth. "No, nothing that extreme but there are hardened gangsters out there. People who wouldn't hesitate to put a bullet in your head. Several if you give them a chance."

"So, increase the web fluid, and maybe develop something that could knock them unconscious," Peter said, rolling over the thought in his mind.

"I'd say develop some kind of paralyzing substance, you are a spider and spiders paralyze their prey before wrapping them up," Gwen said and she smiled. "Also, you might want to have a better costume, other than the threads you wore today."

"Gwen it was a dry run….."

"And while clothes don't make the man, they make him look like the man," Gwen continued. She was not the type to get all gushy about fashion like a lot of other girls did but at the same time, it would be foolish to deny what was happening out there. "So, if the clothes define you, then you should get out there, and do things…"

"Right, I will," Peter said. "So, Spider-Man is becoming a thing?"

"I guess it is," Gwen said, and she thought about it. "Your powers are stabilizing but I'm sure as you evolve and you test your powers to their further limits, your abilities will increase. Just like that."

Gwen snapped her fingers for emphasis.

"And as for me….."

"Work in progress?"

Gwen laughed, work in progress was putting things really mildly. Never the less, it described things quite nicely.

"Yes, Pete, a work in progress," Gwen agreed, as she went over some tests. "Now no side effects other than the spider powers. But your DNA is changing slightly. You're more spider than man, but you're still a man…..with spider capabilities."

"Hence the term Spider-Man," Peter said, unable to resist getting that quip out.

"Right," Gwen said as she could see the fireballs appear from her fingers. Peter watched her, nervously.

"So, how often does that happen?"

"Only when I get excited about something," Gwen said and Peter smiled.

"So the next time we have sex, maybe I should be careful?"

"I'm controlling it, just not as well as I would like to," Gwen said grudgingly but she saw a newspaper clipping. "Pete…..I think I've got a good idea to have Spider-Man's name out there and make you better known."

"What, are you going to have me take a bunch of pictures of myself trouncing bad guys?" Peter asked.

"No, but I think that a publicity stunt would be a good thing, I mean the Fantastic Four does publicity stunts all of the time and so does Iron Man…..although Stark was doing those before he put the suit of armor on."

"Yes, I know," Peter said, Stark was a genius but there was time where the man came off as an attention whore. Just a little bit.

"But, you see, there's something that you could do, you can challenge this guy, he's throwing out an open challenge to anyone in the world. And there is a cash prize involved in there."

"So, you want me to challenge some guy named Bonesaw?" Peter asked. "In some kind of underground caged fighting thingy."

"Pete, lay off the Buffy speak first of all, and yes, that's what I suggest you do, but it's up to you," Gwen said. "You can take this guy, he's likely all show and no blow. Last thing I heard, he was endorsing some kind of beef jerky product."

"Seriously?" Peter asked, raising his eyebrow.

"Yes, seriously," Gwen said with a smile and she kissed him. "It's Saturday night, just think about it."

"I am thinking about it, thinking about it's nuts, but this entire spider powers thing is completely nuts," Peter commented and Gwen smiled at him.

"What a world we live in, everything is nuts," Gwen said wisely and Peter could not argue that.

Gwen was not sure what kind of psychological affects long term their powers would give to them. However, this was unprecedented powers. In theory, both of them should have been dead all things considered. Or at least driven into a catatonic state.

* * *

"Peter, we're here."

Peter smiled as his Uncle Ben had driven him to the library right across from the arena.

"Look, Peter, I know you must be going through something right now," Ben said to him. He could tell that Peter was going through that phase like most teenagers did at that age.

"Well, I just want to get through my Sophomore year," Peter said and while it was true, it was not the only thing that he was getting into. He was going to meet Gwen in about an hour and he did have some work to get done in the library. So it wasn't a complete lie.

"Just know that your aunt and I are here to help you and you know that….."

"Actually, I'd like to ask you a question," Peter said, making a split second decision and Ben Parker was all ears. "If…..let's say you got a special talent and you could use it to better yourself, would you?"

Ben Parker looked extremely thoughtful. "Well it depends on what you're doing and what the talent is."

"Well….."

"I won't deny if there is any right or wrong answer to this, because the world isn't it black and white, and sometimes doing the right thing can lead to people suffering," Ben told him wisely. "And sometimes doing what is outside of the law to help someone, can help someone. It's not cut and dry as people make it out to be."

"Right."

"I do know this and this is the one thing you need to realize. With great power, there must also come great responsibility."

Peter blinked for a second and nodded.

"Just follow your heart, and it won't lead you wrong."

* * *

"I'm about to snap into your face!"

Bonesaw taunted the crowd. In the crowd, there was a sign that read "Send for the Man." He was a man dressed in black leather with a prominent black beard and long black hair, although there was a bald spot in the middle of his head. He waved his finger.

"No one can stop me, no one can stand up to me," he said in a loud gravely voice. "I'm in the Danger Zone!"

The man was dragged from the cage.

"Who will step up to face the champion? Who will step up to face Bonesaw? Ladies and gentlemen, Bonesaw is ready. Five minutes in the cage for one million dollars cash. Who will fight our champion?"

"I will."

A man dressed in a red bodysuit, with spider like web markings descended from the ceiling.

"Ladies and gentlemen, the one, the only, the Spectacular Spider-Man has entered the cage," the announcer said and Bonesaw looked at him.

"You are about as big as my thigh, kid," Bonesaw said as he made a breaking motion with his hands.

"I'm a lot bigger than I look," Spider-Man said and Bonesaw rushed him, trying to nail him with a running elbow to the head.

Spider-Man jumped high into the air and the web slinger dropped down onto the ground behind him. The web slinger bounced off of the side of the cage.

"Get down here, punk," he growled and the web slinger bounced off of the cage, landing down onto the back of the head of his enemy. The web slinger flew up over the head, sliding underneath the extended arms of his enemy.

The web slinger knew he could not use his web lines but he had a lot speed. Spider-Man fired a series of punches and the large fighter backed off for a few seconds.

He coughed for a second and he nailed him with a kick and rocked him with a series of elbow strikes. His elbows were like violent blows and would knock out a normal opponent. Spider-Man staggered for a second and he taunted him. A huge punch knocked him onto his back.

"Time to put him down for the count."

The man climbed up the cage and was about to drop a huge elbow onto him. The web slinger moved out of the way of this flying elbow drop. Spider-Man bounced off and snapped off a flying kick. He nailed the cage and Spider-Man dodged his attacks. He slammed himself headfirst into the side of the cage.

The web slinger dropped down and scaled the cage. The web slinger pushed himself up of the cage and drove himself down onto the back of the head of his adversary.

Bonesaw dropped down to the ground and Spider-Man rolled over. He got up to his feet and the crowd went into a hush. Bonesaw was down on the ground and Spider-Man raised one hand into the air.

Bonesaw was defeated and the crowd was buzzing. Some cheered but there was a silence that happened through the crowd. The web head got up to his feet.

* * *

"Five hundred bucks, are you fucking kidding me?" Gwen asked as she stared the sleazy looking fight promoter down. Then again, she shouldn't be surprised from an underground fight promoter. But she hoped that Peter would get more.

"Hey, the kid doesn't have a license and neither to do, sweetie," the fight promoter said, looking at Gwen with a leering stare. She was wearing a hood and glasses to obscure her identity.

"It said in the fine print, anyone in the world…"

"Look, I didn't expect some mutant freak to come through the crowd and defeat the champion," the fight promoter said and Spider-Man stared him down.

"You're a scum bag and a liar….."

"That's the business, Spider-Man," the man said as he lit a cigar. He spoke in a Brooklyn accent. "It's all about swerves, it keeps the crowd guessing. You have to swerve the people."

"He isn't worth it," Gwen said. "His business is going to fall flat on its face and….."

There was a knock on the door and a hooded hoodlum entered, holding a gun on the fight promoter. "Give me all your money, you son of a bitch."

Peter and Gwen both wondered if this hoodlum had been cheated out of a payoff by this douchebag as well. Neither would be surprised.

"Both of you, back against the wall," the hoodlum said, waving his gun but Peter lifted his arm up, wondering if he should get involved.

The web slinger decided to disarm him with one quick web line and he was knocked down. Gwen lifted her hand up and closed his arms.

The fire surrounded the hoodlum and prevented him from escaping.

"You crazy mutie bitch!" the fight promoter howled. "Are you going to….."

Gwen accidentally on purpose back handed him into the file cabinets, causing him to take a nap and no sooner did she hear that, there were the sound of sirens.

She had to cut the fire off, to keep things from spreading and at that point, the hoodlum made his way out of the door.

The web slinger launched a line of webbing around his feet and tripped him. The man fell to the ground with a sickening crunch and Peter wrapped him up nice and easily.

"Police are coming, that….."

"Holds for thirty minutes, but I'm working on a formula that holds for an hour," Peter said but considering that the police was on their way to the door, it would be sufficient.

Peter and Gwen made their getaway. The arachnid themed hero could not help but shake the feeling that his actions today had interesting ramifications. But what, he had no idea.

* * *

Osborn watched the footage through beady eyes, he was not only proven correct. Someone was bitten by one of his spiders.

And someone was caught in the explosion of the goblin formula as well. Someone experienced powers that way. The formula worked on them and the secrets as to how would be discovered when he ran some genetic tests. He had his best scientist try and reverse engineer the serum once more, because the sands of time run down.

He watched over and over again, the fight promoter get back handed like he was a fly. And the fact she effortlessly maneuvered with nearly as much agility as this Spider-Man.

"Octavius, I trust you're getting all this," Osborn said.

"Yes, sir, you were correct, someone was bitten by the Spider but….." Octavius said and he knew that his job was going to get more serious in the coming weeks.

"That's not all, there was a second person empowered."

**To Be Continued. **


	4. Chapter 4

The world was buzzing about one thing and one only over the past number of days. The mysterious spider themed vigilante, dubbed Spider-Man, by the media turned up and rocked the entire world. The web slinger took down several low level criminals.

There was one man who noticed this. At first, he thought that this was some punk dressing up on a Halloween costume. They would all have a few laughs, but they would be taken for a ride and everything would be good. He would be shaken up and returned to the city, never to interfere with his operations again.

The problem was grabbing onto Spider-Man and he needed a hook, a shock, to get his attention.

"The subject is here," the man said, his large hand clutching onto the phone in the shadows.

"Yes, it is," the contact at the other end of the phone said. There was nervousness by the lead contact. "Are you sure that we should do this?"

The man smiled and decided to give the word. "Yes, I know that we should do this. Get ready for this."

The Kingpin of Crime as he was known prepared to look at the gang member who had been humbled by Spider-Man about a week ago. They picked him up and put him in a limo.

"So, some punk in a Halloween costume gave you trouble?"

"Shit, it isn't any trouble, I'll take him out, just give me another shot at him," the criminal said and the Kingpin leaned on his walking stick, leaning forward.

"So what's your name?"

"Maxwell Dillon, my friends call me Max…"

"Don't worry, your friends and your enemies will call you much more, young man," the Kingpin said and he turned to his lead scientist. Kingpin knew what he was. Dillon was an electrician that fell on hard times. One mistake had lost him his license. When the door shut, the Kingpin was there to get him back his license, for a price. "Make sure he's stabilized, the last thing we need is for the experiment to injure anyone important."

If this worked, then the Kingpin had an enemy to take down Spider-Man or at least figure out what he's all about. And if didn't work, well ambitious young men who wanted a little bit of power were a dime a dozen.

"Are you ready for power?"

"Yeah, what's with the monkey suit though?" Dillon demanded, staring down at him.

"It's to conduct energy and allow you to pack a punch that will take Spider-Man down," the scientist said and the Kingpin placed his hand on the edge of the table. "Are you ready?"

"Yes, I'm ready."

"Hey, what about me?"

Dillon's question fell on the deafest of deaf ears, and there was a sense that things were about to heat up in the worst way.

"I'd advise not moving all that much if you can help it," the scientist told Dillon and he cranked up the juice. "I do hate to clean up afterwards."

"Doc, doc, what the….."

There was a second where he got silent and then his shrieks of terror could be heard. The doctor looked stoic as he looked at the man. The Kingpin stood at his shoulder and waited. The scientist's lips curled into a sadistic smile for a few seconds.

"It means it's working," the Kingpin suggested and the scientist nodded.

"It's working, perfectly," the scientist said as Dillon dropped down to the ground. There was a second where he remained immobile on the floor, sparks flew from his finger. There was a long second of time with the Kingpin and the scientist turned to each other.

The thug's legs and arms twitched as he screamed out loud. It looked like he had some kind of seizure as he slumped onto the ground.

"Get him out of here, we're going to need another test subject….."

"No, I'm fine," Dillon growled as sparks began to fly from his fingers. His arms and his legs grew rigid, as the lights flickered and he smashed his way through the doors. The man took half a step forward and the television set above him flickered.

"It worked, it worked better than I thought it would," the scientist whispered, but he was terrified, terrified of the monster that he might have created.

"Yes, it worked well, it worked perfectly," the Kingpin said, his mouth curled into a nice twisted grin. He wondered what kind of monster they created. "So….Mr. Dillon….."

"Maxwell Dillon was a loser, he never accomplished anything in life," he said, as the light bulbs flickered and the energy responded to him. It was almost like he could hear it, manipulate it. "You may call me Electro."

"Very well Electro, and what are you going to do now?" The Kingpin asked.

"I'm going to crush Spider-Man!" Electro yelled as he caused static to flow through the electronics.

* * *

"So what's this nutjob all about?" Peter asked, after he returned from a long night. Actually it wasn't a long night.

"Well, he's disrupted electronics all over downtown," Gwen said after a few seconds, keeping her ear to the police scanner. "He calls himself Electro."

"Electro?" Peter asked.

"Well, he's already embraced the super villain psychosis with all of the powers, but where he came from, no one really knows," Gwen said, as she could hear Peter arrive outside the door. "We'll track him down, but someone like that, needs a lot of juice. He's addicted to it completely."

"Oh is he?" Peter asked, quickly sneaking up behind Gwen, only not really.

"I'm trying to isolate where the power spikes are coming from, but….he's not your common thug or anything like that," Gwen said, biting down on her lip nervously as she did her magic. "With any luck we'll find him tonight, so…don't take that costume off or anything. Even if you look better without it."

"Is that a compliment towards me or a slight against the costume?"

Gwen said nothing as she continued to work through the grids and found it.

"Either he's trying to get someone's attention or the boy had a midnight craving," Gwen said, even though it was still fairly early in the evening. "So….got to find out what he's all about…."

Peter had a fix on the location and smiled, he was so on this. The web slinger gave his girlfriend a kiss goodbye.

'_Not even a month in the webs, and already my first super villain with a stupid name, wow, talk about….' _Spider-Man thought as he reached there. He stopped his thought process, his spider sense was going absolutely nuts. The web slinger crashed down onto the ground as something shocked him.

"So I have you now, Spider-Man!"

Typical super villain talk, as Spider-Man was face to face with some man in a tight black body suit with a lightning bolt.

"So, Electro," Spider-Man muttered and he dodged being zapped.

"Yes, that's my name, don't wear it out."

Zap, zap, zap, dodge, dodge, dodge, Spider-Man was pretty quick on his feet but perhaps he was even quicker with his mouth.

"I'll make you pay for humiliating me!" Electro yelled and Spider-Man jumped into the air but a bolt of lightning nearly took him down. The equipment off to the side moved at the pull of Electro.

Dodge the wrecking ball, check. Make a cutting quip towards your enemy, well Spider-Man was working on that one.

"I don't even know you, how is that….."

"You put me in jail, and now I'm going to return the favor by putting you in the morgue!" Electro yelled, electrifying the ground that Spider-Man was on. He doubted that he would get only a bad case of static shock, so he jumped up, and tried to web onto Electro.

He got a shock, bad idea.

"Look, I put a lot of gang bangers in jail every day, that's kind of my thing," Spider-Man panted and Electro sent another bolt of lightning at him. "So, you could really stand to be a bit more specific, just a little bit really. That's all I'm asking, really."

Electro tried to maneuver a crane to attack Spider-Man but he did not have the control over his powers that he wanted to. The web head dodge the attacks of the crane, bounced off of the wall and landed down on the ground.

"Come on, sparky, what's the matter, dead battery?" Spider-Man asked him and Electro shook his head.

"Just for that awful pun, I'll kill you, like that!" Electro yelled, as he maneuvered a wrecking ball at Spider-Man.

The web slinger dodged that one once again.

"Come on, you got to stay current," Spider-Man said and a dump truck wheeled out towards him and flung its debris at Spider-Man.

The web slinger dodged things and Electro rushed forward. He delivered an electrically enhanced punch and knocked Spider-Man back.

The web slinger was at the edge of a trash compactor.

'_Yes, this might hurt,' _Spider-Man thought as he leaped off before Electro could make him a more compact Spider-Man.

Electro raised his hand but a few sparks flew from his fingers.

"What, what, no not now!" Electro yelled and he saw the generator on the ground. "Just enough, must have….."

"Look if you start growling about your precious, I'm so out of here," Spider-Man said, using his web line to stop Electro.

"NOOOO!" Electro shouted but Spider-Man knocked him down to the ground hard.

'_I just sent him towards those downed power lines, didn't I?' _Spider-Man thought, wanting to face palm himself for the rookie mistake, the stupid rookie mistake.

Electro grabbed the power line and got a jolt out of things. His eyes glowed.

"Yes, yes, yes, yes," Electro growled as suddenly a steam roller was about to run Spider-Man over. The web slinger dodged it, but it rolled into the city.

'_Great, people are in the crossfire, and I'll be blamed for this,' _Spider-Man thought, as he shook his head. _'He might be controlling it, but it can't run without any fuel, so I got to pop the fuel tanks…..and save the people.'_

Spider-Man sent several lines of webbing out, creating a web net to block it. It only slowed it down, but it slowed it down enough for the web slinger to work his magic and take out the fuel tank. Breathing heavily, he popped the gas cap and drained it.

Of course, this was a diversion, as Electro got away.

'_Of course,' _Spider-Man thought, but he was going to plan to defeat him next time. In his enhanced mind, he was going over the battle. He was a power junkie, that was one weakness.

* * *

"Guy like that, he's not going to upgrade those powers on his own," Gwen whispered and Peter nodded, the two of them walked their way up the stairs to Midtown High. There was a lot of buzz around about Electro showing up and what Spider-Man would do to defeat him.

'_First Spider-Man has to find him….'_

"Um, hi."

Of course, Spider-Man needed to work on his path finding abilities when he was day dreaming, when he nearly ran into someone.

Most interestingly enough, he ran into a fairly attractive redhead female, nearly causing the two of them to run head on. She had red hair that extended down her back, tied in a ponytail. She wore a black tank top and tight jeans. This female had an amazing figure and Peter could see that Gwen took notice of this fact.

"Sorry, I wasn't….."

"No, really, I should be apologizing to you, because I wasn't watching where I was going," the redhead said with a smile. "New school, it's really easy to get lost. And a lot bigger than my old school….."

"It's overwhelming the first couple of days, yes," Peter said and Gwen smiled.

"Yeah, I remember my freshman year," Gwen said, she was a senior right now and about ready to get out of the rat race. "Total nightmare….oh I'm Gwen Stacy, this is Peter Parker by the way."

"Well, pleased to meet….did you say Peter Parker?" the redhead asked and Peter blinked before speaking.

"Is that a….good "did you say Peter Parker" or a bad "did you say Peter Parker."?"

The girl waved that off, with a grin on her face. "Good, my aunt talks to your aunt all of the time…I'm Mary Jane Watson."

"Oh right, Mrs. Watson's niece, Aunt May did mention that you'd be moving in soon…..after what happened."

"Yeah," Mary Jane said, the official story was that her mother was in the hospital and her father skipped town. The whole truth was a bit far more convoluted than that. "So…..this is Midtown High?"

"It isn't as good as it seems at first, but I guess it does have that new school smell for you, so it's amazing," Gwen said with a smile.

"So, I'm looking for….Room 502, that's where my homeroom is," Mary Jane said, checking the note that she received from the main office.

"How about that, that's across from my homeroom," Peter said and Mary Jane smiled.

"Maybe you can walk me there," she suggested in a bright and bubbly voice and she turned to face Gwen. "If that's…."

"Hey, I'm not going to have any complains about it, if Pete doesn't," Gwen said, waving her hand for a second. "I'll catch you later, Peter."

Gwen leaned forward and gave Peter a nice kiss on the lips, which he returned. Mary Jane watched, her mouth hanging open. Was it perverted to think that was a bit hot?

Mary Jane stepped forward but suddenly her book slipped from her arms in a clumsy display. The redhead shook her head, what the hell was with her today?

The redhead bent down and the tight jeans offered a visual treat, as Peter got a nice look at her ass. As a result, he inadvertently released a few pheromones.

Mary Jane blinked, she could feel warmth spreading between her legs. Her heart beat a bit faster but she shook her head. The redhead discounted it as first day titters.

"So, shall we?" Mary Jane asked, wrapping her arm into Peter's. "You better lead me, tiger, I've been a bit…clumsy today."

"Well anything to help a pretty lady," Peter said with a wide grin.

'_Telekinesis, who knew?' _Gwen thought to herself, shaking her head. It did work out rather well all things considered.

"Hi, Gwen, is Peter here?"

Gwen turned around and saw Liz Allen standing there before her.

"You just missed him about five minutes ago," Gwen said and she smiled. While most people thought that Liz was the Alpha Bitch of Midtown High, she only acted that way around Flash and his cronies.

"Oh….well that's a shame," Liz said, she had no idea why, but she had been having those kind of dreams about Peter Parker. And he wasn't the scrawny nerd anymore. It almost happened over night. She was only slightly intimidated by the older girl, whose father was a cop and likely knew how to use a gun. So Liz treaded very lightly. "So….I was wondering if he was feeling alright because there's something different about him….."

"I hadn't noticed," Gwen said, trying to figure out what Liz knew.

"Well he seems a lot more confident…..a lot more unwilling to….."

"Put up with Flash's shit," Gwen said to Liz and Liz smiled.

"Yes," Liz said and she blinked. "So….if you see him…..tell him that I said hi, and…well give him this please."

Gwen was handed a note and she took it.

"I'll pass the message, thanks," Gwen said, with a smile.

Her and Peter had talked about adding more partners to their relationship, and Gwen was not about to let an opportunity slip through her fingers like that. Sure it might take a bit of persuasion, and a lot of seduction and potentially some breaking, but Gwen was up for it and she was sure that Peter might be as well, if she talked him into it.

Plus Liz deserved better than Flash, much better than Flash.

* * *

"So, she was in the drama club when she was at her old school, I say we should consider her for an audition," Gwen said over the radio to Peter, as he was in full Spider-Man mode.

"Did you really do a background check on her?" Peter asked, shaking his head.

"Due diligence, Spider-Man, due diligence," Gwen said with a smile on her face. "I can tell she's had a bad home life. Cases like hers all of the time come in, given who my dad is, you can see it all of the time. She deserves a good ride on the sheets….we did discuss this as well."

"Yes, I know but saying it and doing it is two different things," Peter said and he smiled. "And I'm on board with it by the way, what guy wouldn't be?"

"You're thinking about convincing the girls to share might be a pain because they tend to murder each other about wanting the same pair of shoes," Gwen suggested and she sighed. "Yeah, I thought about that as well but…..we'll work on that. I developed a new power…"

"So, maybe I can play mission control sometimes and you can go out on the field, or maybe we can work together?"

"You do have better control over your powers than I do, I still sometime set the curtains on fire when I have an orgasm," Gwen said and Peter cringed at the thought. "That's why I have a fire extinguisher by the bed at all times."

"Combustion kind of kills…..I think I found Electro."

Sure enough, the lights in the business district flickering on and off indicated that Spider-Man did in fact find Electro. The web slinger swooped down and this time, he had a way to defeat him. He just hoped that it would work out about as well in practice as it did in theory.

"Okay, Electro, come out now, the game is up!"

"In a minute, Spider-Man! Let me finish dessert!"

"Yeah, I think you've indulged yourself so….are you even wearing pants?" Spider-Man asked as he could see the glowing blue form of Electro. Was he bigger than before?

"How do you like the new me, Spider-Man?" Electro crowed as he tried to zap Spider-Man but the web slinger dodged the attacks. "Even the fat man didn't see this coming. Even the Kingpin, he didn't see this one coming. So how do you like me now Spider-Man?"

"I liked you a lot better when you had pants on," Spider-Man replied, dodging his attacks.

'_That's it, just a bit closer.'_

Spider-Man threw a magnet at Electro and his energy flickered a little bit. Just as he suspected, magnets was a flaw, a weakness, much like a computer.

"Is it working?" Gwen asked as there was static.

"Yeah, but I'm going to need something bigger," Spider-Man said, as Electro took forward.

"I thought it would be water, because you know how well water and electricity mix but your way works too…."

"That was unpleasant!" Electro growled as he shook off the effects of the magnet. His voice echoed with a sinister quality given to it. "But you're going to have to do better than that to stop me, Spider-Man!"

"Oh believe me, I've got a lot more tricks in my bag then that," Spider-Man said, a brief taunt in his voice, as he launched himself up into the air and went down hard onto the back of his head.

'_Need a bigger magnet, of course….'_

"I really hope Electro doesn't get that new generator at ESU, then he would be unstoppable," Spider-Man said swinging off. "He would have enough power for the rest of his life, well I better go than secure it."

Power or not, Electro looked to be a bit of an idiot and by a bit of an idiot, a complete idiot, for he followed Spider-Man all the way across town.

'_That's it, just a bit closer, that's it….that's it,' _Spider-Man thought, web slinging across town and then he slid underneath the door.

"Let me at it!"

"How about this, ESU's new super magnet?" Spider-Man asked and he turned the magnet at Electro. He screamed in agony.

"No, no, no one!" Electro said, as he felt his power fading. He could not….he would not…..he had to.

He screamed as Maxwell Dillon dropped to the ground. The lights were off, not that anyone was home. His shallow breathing indicated that he still lived.

"Well, I sort of recognize the face, how could I forget a mug that ugly?" Spider-Man asked, as the police arrived. "Make sure to keep him away from any power, trust me, it won't end well. And keep a magnet on him at all times."

"Should we go after him?" one of the cops asked Captain Stacy.

"Later, we got to get this one secured," he said as he could see the comatose form of Maxwell Dillon on the ground.

X-X-X

"Spider-Man saves the day once again," Gwen said with a smile as she stood with Peter the next day. It was the talk of the entire town.

Sure when Spider-Man was busting normal thugs, he was an occasional topic of interest. Given that there were more than a few witnesses for the Electro fight, and how dangerous he was, they were all buzzing about Spider-Man.

Really bad pun intended of course.

"That does seem to be what everyone was talking about," Mary Jane said, trying to hide her knowing smile from Peter and Gwen. But she did nothing more than that. "All of those people with older siblings at ESU…..you know, they swore that they saw Spider-Man."

"They swore that they saw him, but no one got a picture of him, did they?" Peter asked, proud that he was good.

"Yeah, the only thing they got was this drawing," Mary Jane said, her cellphone blinking as she pushed it underneath their noses. "Look."

'_Okay, my head's a little big, but that's scarily accurate,' _Peter said, with a smile on his face.

"Well, I'm sure that….."

"J. Jonah Jameson is offering a big reward for pictures, pictures of Spider-Man," Gwen said and Peter smiled.

While he dabbled in photography a little bit, he didn't see it as his calling. That being said, it appeared that now every amateur photographer would be trying to get his face on camera.

"Good luck, he's been out of focus in all of the shots from what I heard," Mary Jane said with a smile.

"Well, he does web sling pretty fast, I've seen him after all," Peter said.

Mary Jane kept her tone even. "I'm sure you have."

Gwen blinked, surely not? Then again, she was not going to say anything, in case she was being paranoid. She looked at Peter and he seemed to be thinking along those same things.

"So…..my aunt and I might be coming over for dinner on Sunday night," Mary Jane warned Peter and Peter smiled. "I think that my aunt and your aunt are bound and determined to set the two of us up on a date, girlfriend be damned, no offense."

"Hey, you're not part of that evil scheme, are you?" Gwen asked, not letting onto the fact of her evil scheme of seducing Mary Jane into a threesome at some point in the future.

"No," Mary Jane said with a shrug. "I had a really bad break up last time and I'm not sure if I'm ready to get back on the horse….."

"Well I'm sure when you get back on the horse, you'll be able to ride them with the best of them," Gwen said and Mary Jane blinked. "That sounded a lot cleaner in my head."

"Right," Mary Jane said, shaking her head.

"Oh, and before I forget, Liz Allen told me to give you this note, she seems interested in you now," Gwen said.

"It almost sounds like you're trying to pimp Peter out to other girls," Mary Jane said jokingly and Gwen smiled.

"Not exactly a bad source of income, but no," Gwen muttered and Peter raised an eyebrow. "To be fair a lot of girls are interested in Peter's recent growth spurt."

'_Likely to see if it's transferred to other areas, maybe?' _Gwen asked.

"Well, there's Liz right now, maybe I should talk to her in the flesh about this," Peter said, after he read the note.

"Maybe you should," Gwen agreed and Mary Jane wondered what was going on. She could have sworn that there were sometimes where she saw Gwen checking her out and it should have unsettled her more.

Peter paused, for a second, he thought that someone was watching him. He shook his head.

"Hey, Liz!"

**To Be Continued In the Next Chapter "Expanding the Circle."**


	5. Chapter 5

Peter Parker stopped, he could have sworn that he heard something moving in the bushes. Yet, when he looked over his shoulder, there was no one there, other than the usual hustle and bustle of students. The web slinger took a half of a step forward.

"Liz, hi."

"Oh, hi," Liz said in a bubbly voice as she looked at Peter, and once again, it was amazing how much he changed in a few weeks, up close to him. "Did Gwen….get you the note?"

"Yeah, I just read it a few seconds ago, I was hoping to catch you before….well before you went off with someone," Peter said but Liz grabbed Peter over by the shoulder. "What's with the cloak and dagger act?"

"This is kind of embarrassing, I feel kind of embarrassed for asking you," Liz said as she bit down on her lip, looking at Peter. "It's just that…..well it looks like something that it really isn't but….it's not what it looks like, you know, I'm not sure if you know what…..it's really not what it looks like."

"Liz, you're babbling first of all," Peter said and Liz shrugged her shoulder in an apologetic manner. "And, I won't judge you for it, I swear, just let it out, it will be alright."

"Okay, it'll be alright, alright," Liz said with a smile. "You know how the sport's department is cracking down on the academics…"

"Yeah, Flash just barely stayed on the football team by the skin of his teeth last week," Peter said and Liz nodded.

"That goes down to cheerleading and most of my grades are…..well they're doing well, but it's chemistry that's not doing well, and if I get kicked off of the cheerleading squad well….my parents, they won't be happy," Liz said as she looked at Peter. "So, I want to…..ask you to…..well I want to ask you to help me."

"So you want my help in tutoring you?"

"Yes, I wouldn't normally ask, but mom is putting a lot of pressure on me, to pass this so, just please, think about it, please, I would be so grateful….."

Gwen had her ear to the conversation and she was amused.

"I don't know, I have a lot of things to do….."

"I'll do anything, Petey, anything," Liz said as she fluttered her eyelashes at him.

'_Well played Peter, playing dumb, and then making her beg, that should be interesting,' _Gwen said, as she checked out Liz. She always thought she had a cute little ass to be fair.

"Okay, Liz so…..when do you want to do it….."

"Anytime, I'll do it any time," Liz said, keeping her voice down, but there was a bit of excitement echoing through it.

"Okay, Wednesday, after school is that…."

"Oh that's great, really that is, I'll see you then!" Liz said and she stopped short of giving Peter a tight hug. She closed her eyes. "Wednesday, I'll see you on Wednesday."

Liz stepped off and Gwen joined Peter.

"So, she's noticed the changes, hasn't she?" Gwen asked Peter and Peter raised an eyebrow. "I mean, she's pretty good, isn't she?"

"Yeah she is," Peter agreed with Gwen. "But she's….."

"She has a high school relationship with our esteemed quarterback, and she wouldn't be a bad starter girl to expand the circle," Gwen said and she leaned forward to whispered to him. "I think half of the reason why Flash is so surly is that….well I think that she has the hots for you and he is upset about that….."

"If you say so….."

"I do say so," Gwen said, placing her fingers on Peter's lips and grinning. "I say so, and I know so. Is there really any more that needs to be said?"

"No, not with you," Peter said as he heard the bell. "So….."

"Hi, Pete, hi Gwen," Mary Jane said, as she nearly ran head long into the two of them. "Oh, I'm sorry, I didn't mean to…."

"That's alright, you nearly ran head on to us, it happens," Gwen said to her and she smiled. Mary Jane also would have been a good addition and Peter's aunt and Mary Jane's aunt was trying to set the two up on a date.

"So, what have you two been up to?" Mary Jane asked.

"Well, I've got a tutoring job, with Liz Allen," Peter informed her and Mary Jane smiled.

"Well, your grades speak for yourself, tiger, so you're going to….teach her the ropes a little bit?"

"Yeah, I will, she needs a leg up in Chemistry or she's off the Cheerleading squad….."

"I guess they wanted to eliminate that brain dead jock stereotype," Mary Jane offered. "And the airhead cheerleader one as well."

"It's just as well," Gwen said, she was glad that academics was starting to get a leg up at school. She just hoped that it would not be something that is a fleeting fancy. For some, sports was very serious business.

Too serious business come to think about it.

* * *

"So, you were not seen at all, were you?"

"No, but I had a couple of close calls," the woman in the shadow said to him. "So do you think that he might be…"

"I don't think, Agent Romanov, I know that he could be a security issue. Given who his parents were and how he developed these powers…he can't be anything but one."

The imposing black man stood in the shadows, dressed in a black suit. His most distinguishing feature was the eye patch. His name was Nick Fury, the Director of SHIELD. People should learn that name and learn it well because he could be their greatest ally or one of their biggest enemies, depending on what side of the law they were on.

"I won't mince words, the kid has some skills," Fury said as he saw the video footage of Spider-Man. "And I'm not the only one who has seen that…"

"So HYDRA?" Natasha asked him.

"HYDRA, among others, my eyes and ears inside of OsCorp told me that Osborn is on the war path, trying to find out who the person bitten by the spider is," Fury said and he frowned. "I'm more than curious myself, he's got these….spider powers for lack of a better term. Those don't come without a price."

"So he's got a few special abilities and…"

"These special abilities could be dangerous," Fury said, tapping his finger across the screen and one again his beady eye was locked onto the fight between Spider-Man and Electro. "Suit looks a little homemade, but…..you notice that there have been a few patents showing up, underneath his name. Some inventions…..SHIELD might benefit from a couple of them with some tweaking, and he's just getting warmed up. That kind of money will flow into his hands and…"

"He's careful to keep under the radar as Peter Parker, while the focus remains on Spider-Man," the woman said.

"Typical strategy, but he's a kid, therefore there are going to be some things that are simplistic about what he's doing," Fury added.

"He's attracting numerous females….."

"Spider pheromones, that won't end well, potentially for him," Fury said, knowing how savage the female of the species could get. Some might say insane, but Fury was not about to tell that to a highly trained female SHIELD agent standing without his earshot. "Not sure how much it effects…"

He had some of the SHIELD scientists working on it but he would have to say that without a sample of DNA from this young man, it would be really hard to figure out what they were up against. Then again, twenty years later, they hadn't had any indication that anything was wrong with Richard and Mary Parker, other than a gut feeling Fury had.

Fury had a few gut feelings in his day and many of them often were pretty right, much to his agitation.

"His companion worries me," Fury said after a second. "She's crafty enough to hack into the SHIELD communications and grab information if given the motivation."

"Has she….."

"Like I said, she needs to be given the motivation," Fury told the woman. "Don't be surprised if we have to bring her in because she does something. Keep a secondary eye on Miss Stacy…..although Parker is the threat."

The web slinging hero was skating a fine line and Fury had seen people with the best intentions get away from them. He had even some of the respected adult heroes monitored, because he knew that great power or one really bad misfortune was all that he needed.

Fury did know that his aunt and uncle didn't know about his extra-activities, but then again, like most teenagers, Parker would keep secrets of his guardians. So if he needed to reign Parker in, he had that card to play. It was all about leverage.

"Looks like the Spectacular Spider-Man is about to be in action once again," Fury said, as another one of his spies saw the web slinger swinging across town.

"I'm on it," Natasha said, without another word.

Beautiful, red head, with a tight body, dressed in an even tighter cat suit, Natasha Romanov was one of the top agents that SHIELD had. She worked with the Parkers before, so she took a special interest in this case. While plane crash was the official word of the Parkers death, she was one of the few that knew better.

Now their son had gotten amazing spider powers, but naturally he was untrained. Against a real enemy, he might not be able to hold his own. Then again, perhaps he could improve himself later.

'_Okay, Peter, you nearly caught me last time, so thanks for keeping me on my toes,' _Natasha said, as the Black Widow was ready to stalk another spider.

* * *

Spider-Man was in fact on the prowl for some more enemies. The web slinging hero dropped down and he could hear them ransacking a store.

"Perfect time to test this new version of webbing that I whipped up today," Peter said to Gwen, who was scouting from across the street, ready to jump in if things got hot, although her powers were still not as fine tuned as Peter's for reasons that….annoyed her a lot.

"Oh, well…"

"I also got the decoy ready," Peter said before Gwen could give her two cents.

"Is it shaped like a spider?" Gwen asked dryly and Peter jumped in, a bit of defense etched in his voice.

"Well that's kind of my thing….Spider-Man. You know Spider Hypen Man. The papers got that wrong the other day, it isn't one word, there's a hyphen in there…."

"Okay calm down, it's not the end of the world," Gwen said and Peter sounded a bit huffy. "You're really taking great offense to the missing hyphen, aren't you?"

"They wouldn't spell Iron Man's name wrong," Spider-Man said, as he perched on a ledge close to the Baxter Building. It was tempting to peak inside and see what the Fantastic Four was up to but knowing them, they were likely in space for some kind of mission or another.

"Careful now, careful," one of the gang members grunted, as they were holding a box. "See that, it's marked fragile."

"What's that mean?" one of the gang members asked.

"It means it's soft and easily breakable…..just like your heads!" Peter yelled, as he dropped down onto the back of their heads, knocking him down, causing them to land on the ground.

"Really, that's the best you can do?" Gwen asked and Peter dodged a pair of brass knuckles to the face.

"Hey, no back seat quipping," Peter said, as he bounced off the wall, kicking him. He landed into a rolling chair, and Peter grabbed the back of it, rolling it with the thug inside. The thug was too staggered to even get out of the chair and with one fell swoop, Peter ran the thug into them.

"I'll cut you up….."

"Knives, no, come on, that's just….." Spider-Man said as he webbed the knife out with his traditional webbing. "Here…"

Spider-Man shot a line of webbing and it wrapped around the goon, stunning him in the process. He dropped down to the ground like he was nothing and Spider-Man smiled.

"Well that was easy," Spider-Man commented and then he dodged a baseball bat to the back of the head. "And I've got to stop being so premature."

The baseball bat was set on fire, which caused the goon to become surprised, screaming out loud. The web slinger slid underneath his legs, and then shot some web balls at him. The shocks knocked him down for the count.

"Thanks, Goblin Girl," Peter said.

"Anytime, and I really need a better codename," Gwen said with a long sigh. "I mean seriously, Goblin Girl?"

"Spider-Man, Goblin-Girl, it just fits together, I mean, we're keeping a naming motif…"

"Yeah, all we need is the Cockroach-Kid, and we'll be in business," Gwen replied in her most dry tone of voice.

"Hey look it's Spider-Man!"

There were a few beloved cheers and Spider-Man was not going to lie, it was better to be beloved then to be hated any day.

And there were a few heckles. Then there was the sound of the arriving police force, but he was already gone by the time that they got here.

'_Still a vigilante technically, I'll still always be a vigilante' _Spider-Man thought as he swung forward. He had no idea how people like Captain America or Iron Man gained respect. He suspected they had it rough in the beginning as well, or something. Then there was the Fantastic Four, who were national icons.

"Yes, Aunt May…..tell Uncle Ben that I'll be back with the milk in about five minutes, bunch of thugs down town….no I wasn't hurt, the police are already on it, thanks," Peter said as he kept switching and he switched back to Gwen.

"The perils of your secret identity?" Gwen asked.

"Well, with great power there must come great responsibility and I have great responsibility on both sides of this mask."

"Fair enough," Gwen said without missing a beat. "Just remember, you don't have to shoulder the entire weight of your shoulders all of the time…"

"I know, and thanks," Peter replied to her and Gwen smiled.

"Any time, it's my job to keep you on the straight and narrow….so I'll see you in a little bit?"

"Yeah, after I swing on back home," Peter told her and Gwen smirked at that thought. "Bad pun totally intended, you know."

"Oh, I figured that it would, you can't really….."

"And that's the third time today that I thought that someone was following me," Peter said, stopping short and looking around. He could have sworn that he saw this person up close and personal right now. "Spider sense might be on the brink…"

"Or it could be all too right?"

* * *

"I don't know how you do it sometimes," Mary Jane said, as she walked by Peter the next day at school.

Peter stopped, and stared at the redhead, with a raised eyebrow. She hastily amended the following statement. "Well, I mean, I don't know how you keep up with all of your academics. The class load you have, it's amazing….and…well it's not like I'm not doing well at school but…"

"Say no more, MJ, I understand," Peter said, he thought for a moment that she was talking about something else. He really did have to stop acting so jumpy, it wasn't good for him at all. "Yeah a lot of people would have some blow off classes…."

"Not you, every class, it's pretty important," Mary Jane said to him and she was practically gushing as she spoke all of the way to him.

"Well, Pete always took that nice load," Gwen said as she showed up. "And now people are flocking to his doors, asking for tutoring…..don't forget that you have Liz after school today."

"Don't worry, no one in their right mind would forget that they had her," Peter replied and Gwen smiled as Mary Jane looked at the two of them curiously. "What?"

"Nothing,nothing," Mary Jane said and the two of them together bored a hole in her. She had no idea why, but this was making her both nervous and excited. "But, sometimes, I get the feeling that the two of you are up to something….."

"I really have no idea what would give you that feeling," Gwen said with a slight smile on her face as she looked at Mary Jane.

"Perhaps the fact that you're smiling like an evil mastermind right now," Mary Jane and Gwen and Peter exchanged a knowing look.

"Well….I think she might be on to something, wouldn't you say so?" Peter asked Gwen.

"Maybe, maybe," Gwen said with a smile. "Perhaps we're going to have to get her alone, and work her over to find out what she knows about our evil master plan."

Mary Jane laughed, trying to sound casual but the thought of Gwen and Peter working her over had took her mind to a place that she wasn't sure that it could go right now. The redhead sighed, she tried to pry her mind out of the gutter but it was not going willing, at least not without a fight.

"Well….there's never a dull moment around with you guys, is it?"

"Stick around long enough, and you'll find out," Gwen said, reaching behind her and then casually adjusting one of the books in her arms, brushing her arm against Mary Jane. "You've been dropping it a bit too often…you better be careful with those."

"Right, I'm careful," Mary Jane said, although she didn't say much of anything. "Time to get to class….so I'll see you two later."

"Yes, same back to you," Gwen said with a smile.

"Bye, MJ," Peter said to her as he watched the retreating redhead.

"So, she's on my checklist…" Gwen muttered to herself.

"You sound like a little girl writing out your Christmas list," Peter said and she smiled.

"Well, you know the tests that we ran, your sex drive will increase as your powers will and while I can handle most of that for now….variety is the spice of life," Gwen said and she smiled, before going into the next point. "Masturbation isn't really fulfilling your needs much anymore, is it?"

Peter, without missing a beat answered that question, and Gwen smiled as he did so. "Well no but since I got you….."

"That's the best answer that you can give and a scientifically accurate one, it's rarely as fulfilling when you have a real life pussy that you're fucking daily," Gwen said and she smiled, wanting to jump Peter right here in the Hallway, even though there could be witnesses. She held back her base interests. "But never mind, business before pleasure."

Peter sensed an "unfortunately" lingering off of Gwen's tongue right there but he could not put his finger on what….actually putting his finger on something did seem appealing right now.

"Plus you can build up anticipation for your meeting with the lovely Miss Allen tonight," Gwen said and Peter smiled. "Build up, the interesting word, isn't it?"

"Yes," Peter agreed, he would not be lying if he didn't have his share of fantasies of the hot Latina Cheerleader.

* * *

"That's….so much easier when you put it that way," Liz said as she nearly slapped herself in the face for being too stupid.

"Well I think that it's best if you keep things as simple as possible," Peter told her and Liz nodded.

"Wished the people who taught the classes but they have to overload our minds with so much bullshit it isn't even funny," Liz said, crossing her arms underneath her chest and Peter smiled at her.

"Well, that's just what the teachers do, I think anymore, but seriously, just remember what I told you, and you should be good to go," Peter said and Liz smiled, throwing her arms around Peter with a big smile on her face.

"Oh thank you, you….helped save my grade, big time, big time," Liz said as she smiled for a few seconds. Her arms crossed underneath her chest, as she realized that she was squeezing Peter's neck a bit too hard. "Um….sorry….got carried away….."

"Don't worry about it, it happens," Peter said, as he realized that he was sitting in the middle of a hot girl's bedroom, someone who wouldn't even touch him six months ago. Or make eye contact with him really. The thought of it caused him to get a bit excited.

Liz felt a bit faint.

"Well….you really know yourself, you should replace half of those paycheck zombies," Liz said and Peter frowned at the thought. "I know but….you're really good, and you shouldn't let anyone tell you any differently, you know."

"Well, I'm not sure about that," Peter said but it was hard for him to keep smug. "But…..you could have went to any student and…."

"Not you, well while a lot of people would call you a….."

"Nerd, geek, dork….pick one, I've heard them all," Peter said and Liz tried not to laugh, because the situation was not funny.

"Flash goes over the line, half of the time I think he's compensating for something…..did I just say that out loud?" Liz asked and Peter feigned ignorance.

"Say what out loud?" Peter asked and Liz grinned back at him, but then she had to shake her head.

"Anyway….our on and off again, might be off again, permanately, he made kind of a jackass out of himself the other day, he was lucky that the coach didn't kick him off of the Football team for what he did," Liz said and she looked more disgusted, than amused. "So….how are you and Gwen?"

"We're pretty good actually," Peter said with a smile. "But we're always open to trying new things."

"Well that's a foundation of a healthy relationship, trust, and being inventive," Liz said ,as she looked at Peter, wondering why her mind had gone in that direction. She must have been reading too many seedy romance novels. They were being to corrupt her mind but she could not keep her eyes off of the muscles that Peter was developing.

He was a lot bigger than she remembered.

Was he a lot bigger in other areas as well?

Liz shook her head, wondering what in the hell got into her today? She wondered where this was going and she wasn't going to complain if it went in the direction that she thought it was going.

The teenage girl made a split decision and she looked at Peter.

"Something wrong?" Peter asked and Liz shook her head.

"No, nothing's wrong," Liz said, feeling Peter's hand brush against her shoulder and then he retracted it from it seconds later. That might have been worse than actual contact.

No actually, that was worse than actual contact.

"Why don't you….."

"I think I need to use the bathroom, I'll be right back," Liz said, fully aware that her panties were kind of wet at the dirty thoughts she had been having. She picked up the bag and made her way into the bathroom.

"So, how's it going?" Gwen asked, the second that Peter switched the communicator on.

"I think she's about ready to crack," Peter said and Gwen laughed. "You know, keep that up, and you'll sound like an evil super villain, Goblin-Girl."

"I'm outside right now, is the door unlocked?" Gwen asked.

"Yeah….her parents won't be back for a few hours either," Peter told Gwen and Gwen laughed.

"All much the better," Gwen said and she could hear footsteps. "I better shut up now, I think she's coming back."

"Oooh, Petey," Liz sang in a musical voice and Peter looked up, his mouth went dry. She was wearing her Cheerleader outfit, it might have been an older one, because it looked a bit snug on her. Her breasts nearly were fit to burst through it at any rate. "I think we both know what's wrong with me, and only you can fix it."

Liz straddled his lap.

"Liz….."

"If Gwen finds out, I'll take the heat for both of us, but I think she'll be open minded if what you were implying was true," Liz whispered as she grinded herself up against Peter. Just enough where Peter realized that she wasn't wearing any panties.

"Yes, well….." Peter said and Liz grabbed his shirt and pulled it off, feeling his muscles.

"Oh, I can see that you want this as much as the next person," Liz whispered, as she ran her hands down his chest and abs, feeling him up.

"Yes….yes I do," Peter whispered and Liz pushed her hand down his pants to feel him, all of him.

"Well aren't you eager?"

**S-M-U-T**

-SNIPPED. Thanks moderators.

**S-M-U-T.**

Natasha watched outside of the window.

"What's your visual Agent Romanov?" Fury asked.

'_A show that I would have risked viruses and spyware for normally,' _Natasha thought but she shook her head. She was pretty sure that clarified the pheromones thing, when she had all of the subtly of a school girl slut.

"He's still tutoring…..the girl," Natasha said, as she kept her perch from the treehouse across the street.

"Keep me posted on his movements, we'll know when it's time to approach him."

"Right," Natasha said, and she was glad that she came prepared for emergencies like this. Of course, given that she might have to get up close and personal with the young man eventually, it would be best to study his technique from afar.

He was improving, she'd say that much. And his fighting style as well, she could not forget about the improvements that he was making on that as he got more comfortable with his powers. A bit rough around the edges in many respects but that could be smoothed out.

**To Be Continued on May 28****th**** 2014. **


	6. Chapter 6

"I tell you, this Spider-Man is a menace, a menace I tell you!"

The loud voice of J. Jonah Jameson could be heard. He was the publisher of the Daily Bugle, one of the top newspapers in New York. Despite print media being declared a dinosaur by some people, Jameson refused to back down and change with the times. Somehow through sheer stubbornness he stayed ahead of the game.

Now, Jameson was talking about the new hot topic in New York City, Spider-Man. Spider-Man was about what everyone was talking about and it was hard to figure out anything else that was happening.

"But I thought….."

"Now listen here, the web slinger might seem like a hero to some of you and he could have saved some people, I'll give you that," Jameson grumbled, looking at the entire Bugle staff and all of them nodded in agreement. When their boss was going like this, it was best to just let him get it all out of his system. "But, what kind of person wears a mask? If you ask me, he's got something to hide, and I want to know that….look at this, he fights some nutjob dressed like a rhino and you expect us to think that he's on the side of good….."

"He saved the entire train from that Rhino….."

"Alright, alright, maybe he's done some things that are good," Jameson conceded, grudgingly. The Daily Bugle publisher was not about to ruin his credibility by not giving the devil his due. "But what's his angle? There are people in this city all of the time that play the hero and then…I just want to see what he is, get up close and personal."

"So far no one has even been able to get a picture of him….."

"Yes, Brock, thank you for reminding me of your failings," Jameson said and the fresh faced and normally arrogant photographer looked rather taken aback. "But you know, he's news, like him or not, the web head is news. We're here in the business of….."

"Reporting news."

The members of the office sounded off, practically droning as they said this. Jameson wasn't satisfied with their tone but he was going to accept it for now.

"And that's what we're going to do," Jameson continued, picking up steam. One would not be surprised if he yelled himself hoarse. "And why didn't anyone get me an exclusive of Spider-Man?"

There were mutterings and apologies given from the various members of the group.

"I mean, Stark is an attention whore who never once fails to pose in front of the camera, and the Fantastic Four are all about the attention, and you can't go a week without seeing Banner smashing something, so what about the web head, what's his problem….."

"Maybe he's camera shy?"

"No, I don't think so," Jameson argued, waving off that question and he looked at them. "Whoever gets the exclusive on Spider-Man, they'll be….compensated."

Jameson spoke that last word, almost like he was choking out poison. That being said, he didn't want to pay anyone extra. To remain competitive with the Internet and with other forms of media, he really had no choice.

"So, we get a big fat pay raise," the young man known as Brock said eagerly, he smirked at him.

"If, and only if you get me something tangible, no blurry crap, and I want proof….proof that you talked to him, nothing that you just pulled out of your ass," Jameson said and he could tell that they were hanging on his every word. "Do it, move it, what are you waiting for, the Chinese New Year, keep going, go? Why are you still here? GO!"

Jameson sank back onto his desk and took his medication. His wife had been on him about remembering to keep up his medication, especially after the health scare he had last year.

Spider-Man was so close, but what was it about this web slinging vigilante that people found so compelling? Jameson was determined to be the first to find out, see what he was about. It was not personal, it was just all about business and all about news.

That being said, he did question the motives of someone who couldn't show his face. He made New York's finest look quite inept during the Electro situation.

As Jameson mused, another female was musing, someone who was in her early twenties, and she smiled.

"So, Spider-Man, just who are you under that mask?" she whispered, looking excited about the prospect of going deep under cover.

She was twenty one years old, with brown hair cut into a bob and piercing blue eyes. A female business suit showed that she was an attractive woman but she did not go overboard like some of her colleagues did.

Betty Brant for the longest time interned at the Daily Bugle, but she managed to move her way up the ranks as a full time job. Working as Jameson's assistant while she studied to get her journalism degree also.

She was intrigued about Spider-Man, after hearing about his heroic rescue just three days ago, stopping the rampaging Rhino. The rampaging Rhino, you got to love alliteration, but then again, Betty Brant was a fan of alliteration, obviously, for obvious reason.

Putting the cap of her pen in her mouth, Betty stared into space, contemplating what she could do. She could just get out and do something.

'_Brock looks like a dog with a bone and ready to pounce onto Spider-Man,' _Betty thought to herself, and she frowned. _'And that's a really bad image, to be honest, but…..whatever, I guess, you got to do what you got to do.'_

Betty held the notebook in her hand and got on the Internet with her cell phone. If she found chaos, or crime that's where Spider-Man was.

Jewelry store robbery caused Betty's eyes to light out. Granted, with all of the super heroes in this city, what was the chance that she was going to even run into Spider-Man.

Picking up her bag, her recorder, and a notebook, along with a fresh stock of pens, hopefully it was a good one.

X-X-X

"Good, now keep him occupied, and I'll sent you assistance in a little bit."

The two thugs knocking off the jewelry store knew that they were about to get a beating, but they were about ready to be compensated for it greatly. They busted over the cases with their crowbars, laughing. They were scruffy individuals, and they did not have the best hygeniene in the world.

"Yeah, we've got it, we've got it, nothing's going to stop us now….."

A line of webbing shot out and grabbed one of the thug's crowbars, pulling him back and they turned around, seeing Spider-Man casually perched on the wall.

"You know, you really shouldn't say that, it leads to a road, which leads to madness."

"Waste him!"

The thugs rushed towards the web slinger, who dodged the attack, arching himself backward. He shot a line of webbing out, grabbing onto the ankles of the thug.

"Really, if I had a quarter for every time one of you goons said to waste me…..well I'm sure you can come up with your own snappy retort," Peter said, flying over the heads. He pulled on the earring of the thug which caused him to scream and Spider-Man returned fire with a punch to the ribs.

Another series of rapid fire jabs dropped him to a knee, and the other gang member ran out.

"Really, cutting out before telling me where you're going?" Spider-Man asked in a mock hurt voice, swinging around to the other side. "That's kind of rude you know…..actually that's kind of very rude….get back here!"

Spider-Man pulled onto the back of his head and sent him slamming down onto the ground. He stuck a heroic pose, waving his arms in the air.

"Well, that was fun, wasn't it?" Spider-Man asked but then his spider sense went off. He was getting a better sense of when it was going off for the right reasons and when he was just being hyper sensitive.

This was the right reasons, a sonic missile shot through the air and impacted the pavement.

'_What the hell is going on?' _Spider-Man thought as he looked up. _'Oh, that's going on….'_

It looked like a giant robotic spider, with the markings of a Black Widow and he had missile arrays in its chest plate.

"Spider-Man, Spider-Man, can you hear me?" Gwen asked as she was frantic on the other end.

"Static, but yes, I can hear you," Spider-Man said, as he grabbed a brown haired woman dressed in a business suit and scooped her up, avoiding the falling debris.

Betty Brant saw her entire life pretty much flash before her. Her first big assignment nearly became her obituary. The falling glass and rubble hit the ground hard.

The web head dropped down and engaged the robot and the entire crowd was in a hush. The cameras flashed and it caused the robot to turnaround, enraged.

"It appears not to like flash bulbs, it screws with its sensors," Peter told Gwen, after explaining what he saw.

"Well, do you still have your camera in your bag….."

"Yeah, got it right here," Spider-Man said and he held it up. "Say cheese, you giant spider robot….thing!"

The robot turned around and it moved around in an erratic manner. This allowed Peter to look for a week spot, to try and exploit it. The web slinger could see that its underside was a bit weaker than the other side.

He grabbed a piece of glass and slid underneath it, before stabbing it, damaging the circuits. The spider robot did a little breakdance and began to fall to the ground.

"Well, that was a bit easier than I thought," Spider-Man said, feeling like he had room to breath and he could see the members of the crowd panicking. He was surprised that the boys in blue did not show up yet.

"Spider-Man, Spider-Man, that was amazing!" the woman that he saved called, as she made her way out. She was trying to remain calm, perhaps a bit too calm, so she didn't come across as a gushing fangirl, which would be really bad, actually very bad, yes. The woman looked at Spider-Man.

"Well, thank you," Spider-Man said, trying not to look too pleased with himself. "And you are…."

"Betty….Brant….Betty Brant, I'm a reporter for the Daily Bugle, and we've….well we've wanted to get a word with you," Betty said, trying not to pant like a dog in heat, and she got up close to him.

"Well, I figured as much," Gwen said, as she got the visual from the rooftop that she was perched on, drinking her coffee. She managed to move herself up there, but she needed telekinesis to lift herself. She was certain that she was capable of flight because of the powers, but then again, that could be a shot in the dark. And even the best scientists had been known to make a mistaken hypothesis.

"You should be more careful, Miss Brant," Spider-Man said, trying to use a more authoritive voice than the sixteen year old web slinger normally did. "You could get hurt, or worse out there….."

"Yeah, that's just the risk that the job comes with," Betty said and she stepped forward. She tried not to flutter her eyelashes, because that made her look like of trampy. Still she had to get his attention somehow. Biting down on her lip, she looked at him. "So…..um, Spider-Man, how would you like to….."

Another explosion and Spider-Man turned his head around.

"Sorry, Miss Brant, duty calls," Spider-Man said, as he saw another one of those spider robots.

"Right, right, well another time maybe," Betty said, at least she got to see him swing off and see how good he filled out that costume.

'_He could web me up anyday,' _Betty thought, but she shook her head. What was wrong with her? Likely not getting laid in a while. Then again, some of the men she had in the past, she had some bad experiences, so who could really blame her.

"Well, she's cute," Gwen suggested. "Plus….I'm sure that she'd…..do anything for an intimate one on one interview."

"Let's focus on this….Spider slayer for lack of a better term first…..where do people find the job to build giant robots?"

"Your guess is good as mine, some people do need a bit more of a life," Gwen answered with a long and poignant sigh.

X-X-X

"Well, it doesn't take a rocket scientist to figure out where these particular parts came from," Gwen answered after Peter dismantled and defeated the second spider slayer robot. "This material, I'd recognize it anywhere. I mean, I've only interned with them for…..what about a year, two tops?"

"You mean they came from OsCorp?" Peter aksed, the two were safely in the lab in Gwen's basement analyzing the spider slayer parts.

"But, I can't prove it, or prove where, because OsCorp does have about eight different locations in New York alone, and many more down the Eastern Seaboard," Gwen added and then she looked forward. "Although, Osborn does tend to hang out more in his hometown office….just downtown."

"That's where he started," Peter whispered and Gwen nodded in agreement.

"Yes, so you can see how it has sentimental value," Gwen said and she frowned. "He must have figured out about the accident…"

"But you nuked the footage, didn't you?" Peter asked.

"I wouldn't have been able to restore that footage, even if I wanted to," Gwen answered in confirmation. "The problem was….well it's actually quite simple. Osborn noticed the spider was gone and he's tracing the steps."

"Wouldn't that be a leap of logic to find out that the spider bit someone, it could have just died…..they didn't have long shelf lives, I remember…."

"Pete….please don't make me figure out how someone that depraved and that intelligent thinks, we'll only hurt both of us," Gwen said, studying the part once again. She thought that she could get a single that would transfer it to the source. "This equipment….is like the robotics invented by Professor Spencer Smythe….."

"But he's dead, though, he died of radiation poison six months ago," Peter reminded Gwen.

"Yes, I remember, all too well," Gwen added, her eyes tracing over the robotics a little bit more. "But his research didn't…..if we find anyone who was working with him, we'll find out who is behind this."

"Do you really think it will be that simple?" Peter asked her and Gwen frowned.

"In a word, likely not, but we really have to try," Gwen added, returning to try and spark the signal. It was a no go so far.

The problem was she was sure that there should be a signal but she had to be careful to make sure that whoever sent the spider slayer robots after Peter was not brought back here. That could be a little bit of a problem.

"Just about got it, just one tiny spark….damn it!" Gwen cursed, looking at it. The blonde could tell that this piece of robotics was well made and also giving her fits beyond all belief. Peter's hand wrapped around hers got her a bit more clarity and a tiny bit more calm. "Well, as you can figure out, I kind of blew the transmitter completely behind repair."

"Fail safe," Peter muttered, catching on right.

"Yes, don't know if it's Osborn or one of his underlings, but now without a signal, we have a devil of a time proving where this came from, and someone could have just as well stole Smythe's research. Osborn would have a ready made patsy."

"So, we're back to square one," Peter agreed and Gwen frowned. "Or not."

"Or not," she agreed, putting the police radio she had on the table and trying to tune in. If she could hit upon the right frequency, she would be able to find something, anything. "He's not going to stop at two, you know things like this always come in threes."

Smiling at his girlfriend, Peter added, "All too well."

"Bank robbery….but that could be another front to draw you out in the open, just like a jewelry heist," Gwen replied and she reached over, grabbing a hooded sweatshirt that she had. It was orange and she pulled it over her body, along with a brown goblin like mask.

"What the hell….."

"I haven't had time to make an elaborate costume, but I think that there's a field test for my powers in order," Gwen said and she snapped her fingers, causing the fire to appear and then snapped them again, causing them to disappear. "I haven't had any….fire accidents lately, so I could be good to go…."

"Okay but….."

"Telekinesis is a bit dodgy, but I can lift objects five times my weight without any problem, a bit more, and I can do it, but my muscles strain," Gwen explained. "Strength, speed, and stamina is growing, although an eyelash underneath yours."

"Hey, that's a good place to be….."

"I know being underneath you is a good place to be, don't worry," Gwen said with a saucy smile and a wink.

"You just enjoy winding me up, don't you?" Peter asked Gwen and she smiled at him.

"I wouldn't have it any other way," Gwen said as she stepped forward. She could already feel the rush of adrenaline going through her, this was going to be exciting.

"So did you come up with a name or we're going to stick with Goblin-Girl?" Peter asked and he could almost see Gwen's face scrunch up at the thought of that particular name.

"I'll think of something, let's just figure out whoever's behind this first," Gwen said and she smiled, as the two heroes made their way out. This was Gwen's first field mission and she would be lying if she said she was not excited about it.

Now that her powers were a little more stabilized, the fun stuff could begin.

X-X-X

"Well we didn't have to look too far….oh look at the size of that thing," Gwen said as she looked at the Spider Slayer Robot. It was multi layered and towered over the pair of them.

"Well you know what they say, the bigger they come….."

"The harder they fall," Gwen said as she used her telekinetic abilities to move the debris out of the way from the rampage. The blonde stopped, making sure that her mask was on straight, yes, she needed a better costume soon but this would do now.

Spider-Man dove underneath the line of sight of the Slayer Bot, causing it to turn around and fire it's lasers at him. The web slinger dodged the barrage of lasers, where they bounced off of the guard, mostly harmlessly. Spider-Man jumped high into the air.

CLANG!

That was the sound of his fist striking metal and that hurt just a little bit. Spider-Man could see Gwen underneath the Slayer Bot and she reared her hand back, and shot white hot fire underneath the Slayer.

The Slayer Bot staggered back a tiny bit and Spider-Man smiled as it appeared to be particularly resistant towards fire.

The web slinger webbed it's legs while it was distracted by Gwen. Actually a better word would have to be confused by Gwen, because it was very confused. Spider-Man doubted that it accounted for a second person.

"I think we got it on the run….."

The Slayer sent out a sonic disrupter device that nearly rocked the ear drums of Spider-Man but Gwen used telekinesis to hurl it up into the air and shatter it against the building. That allowed Spider-Man to find the weak spot and disable it.

The only problem is that the weak spot that had been removed was not there anymore.

'_Okay, no sweat, going to try something else, see if that works,' _Spider-Man thought, his stomach twisting into a knot. He shook his head and hovered underneath the desire. He picked up a silver disc, he and Gwen made this to disrupt electronics.

Only problem was that it was not intended for anything this big and not really tested yet but as they said, there was no time like the present to run a field test. The web slinger hurled the magical disc underneath the Spider Slayer.

The pulse that it erupted caused the Slayer to do a dance, and Gwen smiled.

"Got it on the run, excellent," she said, encasing it in a telekinetic field. She never tried anything like this before, so she felt like she was straining her powers to a degree that they never meant to be strained.

Gwen flew backwards and Peter caught her. The Slayer sparked, fizzled, and exploded, splattering Gwen with oil.

"Well, that was unpleasant," Gwen said and she shook her head. She didn't really mean to blow up the Spider Slayer. "And here come the cops…..guess our adoring public is going to have to wait another day."

"Hang on," Peter said, and Gwen slipped against his body. "You're well lubricated….."

"And not in a good way," Gwen murmured and Peter looked at her in an obvious "be serious" type of look.

"Well, just try and hang on, I guess," Peter managed and he swung Gwen home. She did use her telekinesis to hold herself in place, even though she slipped against Peter's body. "And you're just covering my costume with….."

"Sorry, guess both of us are going to use a shower," Gwen whispered and the web slinger smiled. "Your place is closest so…"

"Uncle Ben and Aunt May are still out, I think, they won't be back until tonight," Peter said and Gwen smiled.

"Glad to see that they trust you after all of this time….."

"Well I've done some really trustworthy things," Peter argued and Gwen smiled, shrugging her shoulders to concede that point, as she made it to the front door without falling to her doom. That was something that she might as well call a win, if she had to say so myself.

"I can't fault you there," Gwen said, her clothes were all sweaty and oily, and worst of all, she didn't get a working component part.

That was something that galled her, she knew that they were OsCop make but they can't really prove it.

X-X-X

Gwen stripped off her clothes and walked into the stand up shower at the Parker residence. She was more filthy than she thought that she was.

"Peter…..join me…..after that battle…..I'm worked up," Gwen whispered, and Peter smiled at her. "Plus, you're going to need a shower anyway, and water conservation, all that stuff…"

"Oh….right," Peter agreed and he could see Gwen dripping wet in the shower and he was sure with the look on her face that she did not have a shower to get her wet.

"Don't make me burn that costume off, Pete, and drag you in here," Gwen warned him and Peter smiled, stripping off.

"Well with an invitation like that, how exactly could I say no?" Peter asked and Gwen's grin got more prominent than ever, as he got behind her and he slowly ran his hands all over her body. Gwen closed her eyes, with a long sigh escaping from her lips.

"No, you can't really say no," Gwen agreed, with Peter running his hands all over her body and she whimpered as he touched and teased her. "Oh…..that's a really good spot, you know that, Pete….oh you know that."

Gwen felt him brush against her, as she rubbed her ass against her crotch. Pheromones flew in the air with both of them and Gwen felt Peter get harder against her.

"Don't….oh don't tease, please don't tease," Gwen begged him and Peter smiled, kissing the back of her neck.

"It's fun," Peter said, soaping up her breasts and Gwen smiled.

"Let me do you now," Gwen said, the innuendo dripping from her voice and she turned towards Peter, grabbing him, cupping his crotch, and washing it. "Mmmm, I think that someone is excited."

"Well, obviously," Peter whispered and Gwen smirked at him.

"And I'm all wet and I can tell you, it's not from the shower," Gwen whispered hotly, nibbling on Peter's ear lobe and once again, the heat coursed through her body. "Please take me, I need it, I need you."

"You have me," Peter agreed, cupping Gwen's firm breast in his hand and he slid inside of her with ease.

**S-M-U-T**

-SNIP. HAIL HYDRA!

**S-M-U-T**

Mary Jane Watson stood outside of the door, her mouth hanging open. She did not know what to marvel at.

All she was doing was returning a bowl that her aunt borrowed and she heard sounds upstairs. Being naturally curious, she would have had to investigate. It wouldn't be right if she didn't.

And that's what she heard, Mary Jane could not believe it. Numb did not even begin to describe what she felt.

She really didn't know how flexible Gwen was and while she got a look at him, Peter…..well he was…..Mary Jane had to get home before she was seen and change her panties.

When she was gone, Gwen poked her head out of the door. "Pete, I think we had a little voyeur."

X-X-X

Doctor Octavius did not break underneath pressure like some people did. No, on the other hand, he thrived on it, big time. The scientist smiled as he traced his finger over the top of the readings that he got from the Spider Slayer.

"Octavius, tell me you didn't squander precious OsCorp resources and come up empty handed."

His robotic limbs, which he utilized in an attempt to enable for multitasking, checked the display.

"I didn't come up empty handed, Mr. Osborn, oh far from it," Octavius said and he looked at his boss. "I've got a detailed scan of what makes this Spider-Man tick, with time, I should be able to….."

"Time is not a luxury I have any longer, Octavius," Osborn whispered, a harsh tone echoing from his voice. "The formula is on schedule once more but….time is not anything that I have on my side."

"Yes, sir, I realize that but the other one….she's developing nicely, I got a scan of her," Octavius commented and Osborn's head snapped forward. "She's developed amazing powers because of OZ."

"So, it does work, without fatal consequences," Osborn said, on one hand, he was outraged that someone other than himself was beneficiary of the formula. On the other hand, he was pleased that he had a working formula.

"Yes….."

"You have her DNA mapped out…"

"Yes, and with this data, we should be able to reconstruct working components from the formula, along with developing a super powered spider soldier," Octavius continued. "Governments around the world will pay money for it, big money."

"Is the test subject ready?" Osborn asked.

"She has been prepared for the initial run, yes," Octavius said. "All I have to do is introduce the spider…"

"We've determined that they have to have latent powers, or an X-Gene as Charles Xavier has termed it," Osborn reminded them.

"Yes, I'm well aware of it, it was my hypothesis," Octavius said but any response that was made was lost in the night, in the dust.

"Continue your work."

Octavius envisioned a day where Osborn would bow to him but he didn't have the spine or the motivation to pull the trigger.

**To Be Continued on June 4****th**** 2014. **


	7. Chapter 7

"I'm glad we were able to get together, get some time to know each other, hang out, you know that sort of thing," Mary Jane said in amusement. She was dressed in a nice little black dress that clung to pretty much every single curve to her body. It parted nicely down to her thighs, showing her stocking clad legs, along with thigh high black boots. She looked quite fashionable. "Guess I was the one that hit the jackpot Peter….thought this would be a bust, but I'm glad that I got to know you a little bit before our aunts decided to spring the entire blind date thing on us."

"And yet, Aunt May sometimes doesn't realize that I do have a girlfriend, but I think that the sooner we do this….."

"The sooner that we can move on with all of our lives," Mary Jane with a bright smile, as she sat down at the table and waited for them to be served. "I know you must have a lot on your mind…"

"Well exams are coming up….and I just came back from a tutoring session with Liz," Peter told her and the redhead crossed her arms together, staring her down. The redhead tapped her finger across the table.

'_Okay, Pete, two can play this stubborn game,' _Mary Jane said with a smile.

"Your aunt….she told me that….well she told me that you did have a knack for photography," Mary Jane offered him and Peter smiled at her. "So…..perhaps you could win the contest….none of the photos of Spider-Man have been fit for print, you know."

"Oh, I'm well aware," Peter agreed with a smile on his face, locking eyes with Mary Jane. The redhead was not going to deny that there was something about this stare that sent shivers down her spine. "But….I don't want to be that guy….you know what I'm talking about don't you…."

"Oh….well that guy who takes pictures of Spider-Man, yeah I'm aware, but I just think with someone with your natural talent….you would be able to get on the inside track to getting pictures to him," Mary Jane said with a smile as their food arrived.

Peter slowly dipped the breadstick that he orders into the sauce and chewed on it with a smile on his face.

"Aunt May must really be talking me up, isn't she?" Peter asked her and Mary Jane blinked, before nodding up and down eagerly.

"Well it's for good reason….I mean, why wouldn't she talk you up….."

"Photography was something that I took in my freshman year as an elective, I don't think that it's something that I want translate into a career," Peter said to Mary Jane. He had been fine tuning some of his father's notes, nothing too complex. His father had been working on some intriguing inventions but on a shoe string budget, Peter was not going to be able to find the funding for those any time soon.

"Okay, okay, fair enough," Mary Jane said with a blink and she took the refreshing glass of water, drinking it. "So….what do you think about Spider-Man?"

"He's colorfully dressed," Peter said and he could have sworn that he heard Gwen snickering in his ear piece.

"Never mind, enjoy your date," Gwen said, deciding not to let Peter in on what she thought or what she perceived to be happening around here.

'_Weird,' _Peter thought but he shrugged, allowing himself to continue with the date, even though they seemed to be dancing around a very obvious topic, but he could not properly put his finger on what.

"I think that Spider-Man is really amazing, actually, sure he might be a bit….well unique," Mary Jane said and Peter could not help but grin and say what he had on his mind.

"You mean weird don't you?"

"No, I mean unique, unique is a good thing, it's not a bad thing, at least not really," Mary Jane said, casually waving off this argument. "But New York….it's almost like a city of capes…..well very few of them are actually wearing capes. Which is kind of weird, because that's kind of like the stereotypical super hero thing."

'_To be honest, I don't think that I would look good in a cape,' _Peter thought and he smiled.

"Well, Iron Man, he has that armor war suit, all that high tech gadgets, would a cape really add anything?"

"No, not really, but it's just weird….I guess it's a comic book thing where people are wearing capes," Mary Jane said, deciding to take a bite of something to eat before she got flustered. "So…."

Peter nodded and it was almost like Mary Jane was choosing her words carefully.

"You seem to be really interested in Spider-Man," Peter told her and Mary Jane looked at him. There weren't that many people in the restaurant but at the same time, you never knew when there was a nosy member of the press looming around, waiting for a scoop that would jump start their career.

"So….yes, I kind of am, but….could I talk to you?" Mary Jane asked, making a snap decision about what she needed to do.

Peter, not quite catching things right away, frowned, and raised his eyebrow. "You are talking to me right now, aren't you?"

"Yes, I am," Mary Jane agreed to him but she sighed, this was not going to be as easy to articulate as much. "But…in private….I think you'll agree….finish dinner first though….it might not be…..well people might be suspicious if we leave with a half finished dinner."

"Girl has some brains on her, I approve," Gwen informed Peter, keeping her voice down. Peter acted like he didn't hear her.

The two of them smiled and made some light conversation.

"So, yes, I have a good idea of where this might be going, and no I'm not going to tell her but….if it is going where I think it's going, we're going to have to induct her into the fold….security reasons, trust me on that one."

'_Thanks Gwen, way to be vague,' _Peter thought, even though she could not hear his thoughts as far as he knew but he shrugged, deciding to go with the flow.

* * *

"Okay, we can speak freely," Peter said, as he attached a small device to a curtain. "It…..it causes nothing but static to be heard around the room…..I wanted to adapt it so we could have free communications without anyone listening in but….it kind of fries the electronics, whenit pops up."

"Nice, very nice," Mary Jane said, she had serious reservations about being confrontational but it was obvious that Peter had serious reservations about telling her. Or perhaps she had not seen what she thought that she had seen. "So…"

"If this is about you coming by the other day and walking in and me and Gwen…."

"Wait….ooh….I'm really sorry about that, I was just returning something to your aunt," Mary Jane managed, looking fairly flustered at the thought of what was happening. The redhead blinked for a few seconds.

"Nice diversion, Pete," Gwen said approvingly. "I'll be there in a few minutes….don't worry."

"Why did you apologize, you weren't coming there with the intention of spying on us having sex, were you?" Peter asked Mary Jane and Mary Jane's mouth hung open, and she shook her head.

"No….no….absolutely not I wasn't, I swear," Mary Jane said, her heart beat quickened nervously and Peter smiled, looking her over.

"Don't worry, MJ, I believe you, but….I think that you're keeping the truth about something, aren't you?" Peter asked her and the redhead looked at him, completely flummoxed.

"Well, you'd know all about keeping those secrets," Mary Jane protested, trying to regain some semblance of control over what was being said. Her stomach felt like butterflies flapped over large wings within it.

"What secret am I keeping, Red?" Peter asked, and that name caused shivers to go down her spine. Little did he know that Peter released some of those pheromones towards her and that made her somewhat light-headed. At least to the point where it was difficult for her to string more than two or three words together.

"Well….you know…you know what secret you're keeping," Mary Jane said, trying not to really feel too flustered at the moment. "But….I found it out, I saw you leaving the house one night, dressed as him….."

"Oh, you saw that, didn't you?"

"You admitted it then," Mary Jane said, trying not to sound too smug. Because no one liked a person who sounded overly smug. Peter's gaze diverted towards her and the redhead vixen could feel it burn into her shoulders. She once again could feel her heart speed up a couple of more beats. "You admitted….you know….that you're him…you're….well you're him, aren't you?"

"Once again, master of speech…..but I'm sure that you enjoyed what you saw the other day, didn't you?" Peter asked and Mary Jane was thrown off guard by the abrupt turn around. The fact that pheromones were flying in the air did not really hurt matters all that much either.

Her stomach felt a few twists and turns and Peter's hand was placed on her shoulder. She shifted and he was getting closer to her. Mary Jane was visited by an impulsive….no dare she say it….she couldn't resist herself from saying it, crazy thought. It was completely crazy.

She could see Gwen ride her tongue while Peter made her scream for mercy. It was a fantasy that haunted her dreams for the past five days.

Peter's heightened senses caught a whiff of her arousal.

"What….Peter….I don't know….I mean….it was hot," Mary Jane managed, trying to remain bold and proud, because she would not settle for anything else. Her strong and steely resolve was fading rather fast.

And suddenly, Gwen stood behind her, hands firmly on her shoulders. Mary Jane had been so preoccupied with Peter that she did not notice that his girlfriend was here.

"Gwen….I'm sorry if you got the wrong idea…."

"No, Red, I got the right idea, I think," Gwen whispered in her ear and Mary Jane closed her eyes, feeling her stomach tie into knots, the little butterflies beating against her stomach. She could see that Peter and Gwen were both attractive and who wouldn't….well they would have to be awfully blind or have poor taste not to want to….at least that's what the redhead thought.

Was Gwen's hands resting on her….no dirty mind, gutter, mind out.

"I mean…this isn't….."

"Acceptable, who should define what we accept?" Gwen whispered in Mary Jane's ear and the redhead could not deny that her friend had a point. Such a point that in fact she was nearly losing her mind. "I mean, society really has some messed up standards of what's right, and what's wrong so..."

"It's wrong," Mary Jane said but Peter smiled as she realized now that she was trapped in between the two of them.

"Well, yes, but…."

"That's what makes it fun, you've figured out Peter's little secret, and the spider….well the spider that bit him had a side effect," Gwen explained and she sensed Mary Jane's arousal once again, her fingers resting on her bare thigh. She knew that her panties were soaked through the brim.

"Yes, you imagined yourself in this spot, don't lie?" Peter asked, as he smiled as Gwen slowly kissed the back of Mary Jane's neck and slowly turned her around. Her lips planted on Mary Jane's, with sensual fire burning through them.

'_Oh god, oh god, oh god, oh god,' _Mary Jane thought and then she turned around, on jelly legs, before being handed off to Peter.

Her toes felt like they were on fire, her spine shivered. He kissed her deeply and Mary Jane grinded up against him.

"You're getting the message now, tigress," Gwen said with a smile as she sat back, pulling her panties out. "Introduce her to the team, Pete."

"It would be a pleasure," Peter whispered and Mary Jane could feel her panties pushed back and then the cool air rush between her legs.

Then the cool air was not the only thing that was about to go between her legs.

**S-M-U-T.**

-SNIP-

**S-M-U-T.**

Peter had a beautiful blonde on one side of him and a sexy redhead on the other side of him, pressed into his body. Both kissed and caressed his body in the afterglow of what they just experienced.

"So, want to go again?"

* * *

The next evening, Peter was doing his normal patrol. So far things were quiet and he was…..well he was just hoping to get home this evening. The web slinger dropped down to the ground and he could hear something.

'_Of course….of course I would run into something like this,' _Spider-Man thought to himself, taking half of a step forward but pausing.

The doors were blown open and Spider-Man proceeded carefully. He could see that no one had bothered to touch any of the precious jewels or artifacts that were in the museum. All they did was blow off the door in a loud way to gain his attention. Also, there was broken glass.

"I thought that you wouldn't show up."

"You know, property damage is considered to be against the law," Spider-Man said, as he saw a figure, dressed in a loose fitting black coat in the background, along with a ski mask, with holes in it. "And ski mask….in the middle of spring, how cliché can we get?"

"I'll apologize for the lack of originality," the person said, she was most certainly female. Of course, Peter suspected that she disguised her voice. Rushing forward, she tried to kick Peter and his spider sense just barely registered the foot going into the side of his head.

'_Well, she's….oh no time to thing,' _Peter thought as he dodged a palm blow and then a pair of metal balls slammed onto the ground, releasing a blinding gas. _'Who is she….what is she….I don't even know….I suppose I'll find out soon what she is but….well this is going to get interesting, and I'm not even sure in a good way.'_

The web slinger repelled to the walls which was well lubricated and it caused him to land on the ground. She held out a gun and fired a couple of shots.

"Nice shots lady, here is some of mine!" Spider-Man asked, throwing one of his spider decoys with an over arching shot and it landed on the ground.

She avoided the blast that would have reduced the eardrums of anyone who dared to stand in a certain radius of it to applesauce.

"Not bad for someone working out of his parent's basement," the woman said and Spider-Man latched onto her coat, but she sliced his webbing before he could even use it as a springboard device.

She dove onto the back of his head but he grabbed her around the head and flipped her to the ground.

"Not bad, not bad…"

If Spider-Man didn't know any better, he would have thought that this person was toying with him to get him into a false sense of security.

The web slinger rammed hard against the wall, and the woman stood up against him, a feral grin flickering on her face. She put a stiletto heel to his throat and pinned him against the wall.

"Okay, don't suppose that I could call….a time out?"

"An adequate try, but I'm afraid that I lead this dance," the woman responded with a sultry smile and Spider-Man struggled once again to push himself back up.

"Well you can't blame me for….."

An explosion knocked her off guard and Spider-Man slid underneath her legs, ripping her overcoat off. It exposed her body and that nearly caused Peter to be caught off guard. While she was not rendered naked, she might as well have been. The skin tight black cat suit clung to her body, molding to her like a second layer of skin. The mask she wore remained on, but not for long, as she slowly took it off.

Her red hair flew freely, she was absolutely gorgeous with red hair, and stunning blue eyes. Given her deception, Peter could not be sure if they were her real color or she was wearing some kind of contacts. The redhead thing was also something that he could not directly verify given what she was showing him.

"Sometimes, the oldest tricks are the easiest, wouldn't you say?" she muttered to herself, as she felt a small burst of pleasure at this young man oogling her like a piece of meat. Not that it was anything new and she normally followed that sort of gaze by getting knocked out.

"Well, I don't know why you were wearing that coat….." Peter managed and he could see a burst of electricity going towards him. He dodged the attack once again.

"Didn't want the fight to be too easy," the woman said as she fired a line towards him but Spider-Man dodged it once more.

She latched onto the door, yanking it open. With a forward roll, she landed hard onto the ground. Spider-Man jumped at her, aiming a kick but she blocked his foot.

"Not too bad, but….."

She finished her sentence right after she rendered Spider-Man unconscious with a tranquilizer.

"You're really out of your depth and I mean this in the nicest way," she commented, standing over him, making sure that he was out. His fingers twitched so she gave him another shot just to make sure. "Good against some low level punks, perhaps a couple super powered threats, but years of training is not going to replace your super powers."

She decided to check in with the big boss after all of this.

"So do you got him?" Fury asked and Natasha nodded in affirmation.

"He gave me a little bit of trouble….."

"Expected you to come back an hour ago, you must be slipping," Fury reprimanded and she sighed, almost rolling her eyes. She knew that Fury was just being his usual charming self but still.

"Well, never mind that, I got him," Natasha said, holding up the young web slinger and sure enough, Fury had granted her transportation, which allowed her to move him safely.

She thought about the battle and how she tried not to get too distracted by him. Given the pheromones that he gave off, she wasn't sure what result they would have on her. That was up for SHIELD to find out but she wasn't about to tempt fate.

* * *

Spider-Man swung from one side to the other, his feet and arms bound. He tried to pull himself free from the material but found it hard. Even with his enhanced spider strength, he couldn't believe it but at the same time, he had to believe it.

"Don't bother trying to get out or trying to communicate….that's left in the middle of the alleyway for your friend to find whenever she tracks you."

Spider-Man could hear the deep commanding voice in the light and his joints ached as he swung back and forth. He wondered where he was. He was in a dark room with nothing.

"You'd think that you'd add a little décor, you know to liven the place up a little bit. I'm just saying, that's all….."

"You think it's a joke," the man in the shadows said to Spider-Man sharply. "Do you realize what could have happened to you, with powers like that?"

"Hey, I thought that I came out okay, sure my portions of food are a bit bigger, but really, I smacked around a few bad guys…."

"Again, you think that this is some kind of joke, some kind of game, but you've just found yourself into some serious business," the man in the shadows replied and Spider-Man shut up for the first time in a long time. "Mr. Parker, how would your aunt and uncle like to know about your external activities?"

"I….my aunt and uncle…..they don't know anything about what I'm doing, did you….."

"It's fortunate that they'll be delayed coming home for several hours," the man in the shadows stated and Spider-Man caught on with what he was saying.

"Whoa, you mean….you arranged for them to be late…"

"Did it look like I stuttered?" the man asked as he looked at them. "A missing person's report….it would complicate things."

"Yes, because knowing someone was missing would complicate kidnapping, I can see your point," Spider-Man replied dully, as he tried to pull himself free and he stepped into the shadows. "So, are you the winner of a Samuel L. Jackson look alike contest or something?"

"I'll ask the questions," the man said. "I'm Nick Fury and all you need to know is you've stumbled into something far bigger than your little game of dress up."

"That's what this is to you….."

One of the scientists walked into the room and Fury looked over his shoulder, nodding. "He's prepped and ready to go."

"What…prepped….ready to go….what are you talking…OWWWW!" Spider-Man yelled as he was stabbed in the shoulder by something. There was something taken from him. "What….what was that for?"

"To see if you're safe to be let out of custody," Fury replied and Spider-Man managed to get to the point.

"So, you work for some kind of government agency or something?" Spider-Man asked and Fury said nothing. "So….if I'm safe, that means I get to go scot free….and…."

"If you're not, well I'll be sure to send your aunt and uncle a fruit basket for condolences," Fury replied and Spider-Man once again looked at this man. His shoulder ached from where they took the….whatever they took from him. He was not a happy camper with what they did and his mood was only going to worsen the longer that he waited.

"What's wrong….."

"Classified information, when you're eighteen and work your way up the agency, you might be able to learn it," Fury said to Spider-Man, with the web slinger just hanging around, in the literal and figurative sense of the world.

'_This is completely insane, I mean….the government….they can't just do that…..well I guess that they can do that, they've done worse, but still….'_

Spider-Man wondered if he would just be left hanging, to comprehend his fate. Fury still had his back turned to him, almost as if he was waiting for someone to come up the hallway.

"Calm down, Mr. Parker, you will be released once we find out whether or not there's nothing dangerous about your DNA."

It did strike Peter just then that Commander Samuel L. Fury knew his name and who he was. That didn't put Peter in the best frame of mind to be honest but there was only so much that he could really do. The web slinger tried to pull himself free from his constraints but they remained rigid and immobile.

Fury was talking someone, the woman who knocked him out and the next thing that he knew, he was brought here.

'_I knew that trusting an attractive woman in a tight cat suit was nothing but trouble….even though I didn't really trust her,' _Spider-Man thought to himself, shaking off the thought that came from his mind.

She entered the room and pulled up a chair, sitting down.

"So, you're my babysitter, are you?"

There was no real response, she was focused, and dedicated.

"You really know that I'm not going to go anywhere, do you?"

"Commander Fury wishes for me to keep an eye on you, to make sure that you don't," the woman replied with a smile. "He will be back in three hours to give you the results of your test and whether your next stop will be a high security cell or back home."

"Well that's just peachy."

The mystery woman didn't say anything, she just stared a hole through Spider-Man. It was making him feel almost objectified.

"Don't I get a name, to go with that face and…"

"Call me Black Widow," she commented without any emotion in her tone, even though she traced his body in that costume.

"Well, that's appropriate, you'd need a spider to capture a spider, and you would have to have the most deadliest spider….but I guess someone like you couldn't appreciate the irony of the situation."

Natasha didn't say anything but she did. She watched him struggle with his restraints, it was a very amusing show.

* * *

"Peter, Peter, please pick up!" Gwen yelled frantically as she tried to call him, like she had been for the last twenty minutes.

The last contact she had was he after a perp at the museum, and then there was nothing. Gwen hated doing this, but she knew that if Peter was in danger, it was her time to remove.

Putting the project that she was working on to the side, she knew now was not the time to be wrecked with guilt. Now was not the time to wonder about what might have been when she had been there.

Now was the time for decisive action, the blonde took half of a step forward and tried to calibrate the tracker on the ear piece. Her and Peter both agreed that this was a good idea, so it was not like it was any kind of invasion of privacy or anything along those lines.

Gwen grabbed her half made costume, and stepped out of the door. Her father was out late once again which was fortunate.

She really dreaded having to explain things to Peter's aunt and uncle, because she had a feeling that she could get blamed for this.

'_No time to think self destructive thoughts like this Gwen, just get up, and do, just get up and go,' _Gwen thought to herself, trying to motivate herself.

The tracking signal got a bit stronger and Gwen had hope. Maybe Peter had gotten knocked out in the fight and hopefully would be coming too. She quickened her steps at this thought, knowing that if the wrong person came across Peter in his unconscious state, it was game over.

"Shit," Gwen muttered underneath her breath, stopping and sliding, trying not to get caught b the police.

Close call, actually a bit too close for her liking. The tracker was right in the alleyway behind her and it was kind of a trip over the fence.

Her agility put her over the top of the fence and she landed on the ground with grace. The blonde nearly staggered but somehow held herself up. She took a slight breath and smiled, becoming mindful of her surroundings in the area.

Taking another step forward, Gwen approached the tracker signal and then saw the ear piece lying on top of a trash can.

The blonde frowned, it was put too neatly for it to just fall here during the course of the battle. It was almost like something got planted here during the course of the night. The blonde closed her eyes and could hear the rustling sound in the shadows.

There was something nearby and the hairs on the back of Gwen's neck prickled up as she saw what was going on around her.

Things were about to get interesting, because she was not alone.

**To Be Continued on June 11****th**** 2014. **


	8. Chapter 8

Peter Parker thought that he was in…..a rather uncomfortable position to say the very least. Then again, that was done by design. The resistance of his bindings were such that he could not move, and the fact was that even though he was at it for a half of an hour, he was….well he was not making any progress.

'_Going to have to think outside of the box Parker, and do it quickly,' _he thought to himself, frowning at the situation at hand. The web slinger could see his minder, still staring at him. _'She is a female…..but she's not a teenage girl who doesn't have a proper control on her hormones. So it's going to be difficult to get her but….'_

"Not, very comfortable, is it?"

Her voice was calm, as she slowly watched him. Her eyes could see shifting, trying to pull himself free from his restraints. He snapped back, just like that.

"Well, it's not very comfortable, it really isn't," Spider-Man managed, as he closed his eyes and took a deep breath. "I don't suppose that you could…..well I don't suppose that you could help me find some room to breath."

"I wouldn't be doing a very good job if I let you out," Natasha commented as she looked at him. She was enjoying the show, and she wondered if he was going to beg.

"Oh come on."

Well that kind of took any wondering out of the thing and Natasha watched him. She did not dare get any closer than she was sitting. Her weapon was long range, so there should be no reason why she shouldn't get a clear shot, if she had to engage him. On the off chance that he was somehow, by some fluke, able to pull himself free.

He was restrained long before he woke up, and Natasha watched his body continue to writhe.

"You know, are you afraid to go closer?" Peter asked her. "Afraid that the big bad spider will bite…."

"Trust me, I don't fear your bite," Natasha said in a stoic voice. She remained immobile from her chair, not moving too much and trying to breath even less.

"Well, you got me all tied up, and I shouldn't be a problem, and even if you had one hand tied behind your back and the other hand helping me…..I still think that you would kick me ass."

"You know, this flattery is not getting you anywhere," Natasha replied icily and there was a sense that her patience was fading rather quickly.

"So Sam Jackson's stunt double, what's his game?"

"Classified," Natasha muttered to him.

"Isn't that always the case with you government types, it's classified, that's all I seem to hear," Spider-Man answered and the Widow's gaze penetrated him. "You know, it's not the worst thing out there to….just share some things. Especially when he just took some of my DNA."

"There are things far beyond your comprehension, that have happened long before you were even a twitch in her father's pants," Natasha told him and Peter smiled, that had to really be the closest that he was ever going to get to a real question.

"You seem uptight."

"I beg your pardon," Natasha said, sitting up straight and her steely gaze was locked onto that of Spider-Man, who continued to hang around like a pendulum.

"You seem so tense….when's the last time you've gotten laid anyway….I mean legit laid, not some fake the guy out with sex thing and stab him in the face."

"You know, you're so brazen for someone who has been hanging over his head ,and someone who I can take a direct shot at," Natasha said and Spider-Man decided to call his bluff, hoping that it was right.

"You wouldn't shoot me, I mean, you wouldn't kill a minor, would you….but you might….do other things with him."

Natasha flinched at the implications, but she was getting hot because of the taboo of the situation. She was a spy, therefore, she had to do some sick things to get the information that she wanted. Things that would turn the stomach of a normal person.

"I'm not…"

"You know, you've been following me for a long time, haven't you, Widow?" Spider-Man asked her, and the blood thankfully was not rushing to his when he was upside down. Focusing on that skin tight catsuit got him some thoughts that most certainly were the furthest thing from PG rated that a person could think of. "You've seen me at my most intimate….."

"Be silent," Natasha said as she slid forward a bit, getting closer to him. He dangled there, like a forbidden fruit, taunting her. Temptation, it was temptation that taunted her.

"Am I getting underneath your skin?"

Natasha once again closed her eyes, he had been right, she had been too tense as well. She could see his costume get tighter and the thoughts in his head, well she would be an idiot not to think of what she was thinking of.

The outline of it, it was large and it pulsed at her. Once again, it dangled there with some kind of forbidden fruit.

"You can't will it to go down," Natasha whispered at him.

"No, of course not….I'm guessing that one of the chemicals you shot me with left some residual swelling, or something," Peter said and Natasha frowned.

"Right," Natasha said in a biting voice, she knew that she was going to regret doing this. Then again, it was a male who was in a position that she could utilize. And Fury wouldn't be back for a while.

Peter could see the outline of her hardened nipples against the skintight suit that didn't leave all that much to the imagination.

"One word about this, and you won't have to worry about this, ever again," Natasha said, clenching his hardness in emphasis.

"Don't worry, I'll be discrete but….are there cameras….."

"Not since five minutes ago," Natasha said, and they would be putting the five minutes of Peter standing there and Natasha on a loop until they were finished.

No one would be the wiser.

"So, are we….we're going to do this when I'm hanging upside down?" Peter asked and Natasha smiled, as she clenched his bulge once again.

"I'm going to follow my orders to keep you secure no matter what," Natasha said, as she pulled his pants down or rather up…..direction with servicing a guy that was hanging upside down was confusing.

**S-M-U-T.**

-COCKBLOCKED BY HYDRA! HAIL HYDRA!

**S-M-U-T. **

* * *

Gwen pretty much knew that she was not alone and she knew that she was lead down this alleyway for a reason. Therefore she was on tetherhooks, just waiting for someone to attack her. The blonde peered over her shoulder.

"You better come out," Gwen said, as she peered towards the alleyway and could see the figure. The blonde could ask nicely, or she could make them come out. Closing her eyes, she thought that the best thing would be to make them come out.

The blonde levitated one of the trash can lids that was laying in the alleyway and swung it, smashing into the heads of one of the agents.

The other one tried to grab her from behind but Gwen blocked his hand and slammed him into the wall.

"Don't….don't….please….don't," the agent managed as Gwen had him trapped against the wall. The fire that went through the blonde's eyes was practically scary and the agent could not believe what he was going up against.

"I'm going to ask you nicely, what were you doing?" Gwen asked him, and there was a sense that despite the fact that she asked nicely once, she was not going to ask nicely a second time. The agent was shivering underneath her grip and her hand tightened around his throat, holding him up against the wall.

"I can't….I can't tell you….."

"You physically can't or you're unwilling to do so?" Gwen asked, her eyes flashing with agitation. "Because trust me, there's a huge difference between the two of those and you bette r learn how to distinguish between them quickly."

"Alright, drop him."

Gwen could hear the click of the gun behind her and she turned around, her hand forming a fireball in it, about ready to fire. And seconds later, it caused the man to drop his gun.

"You know, I'm beginning to think that you were the ones who were behind Spider-Man being taken," Gwen said, and that was more of a rhetorical statement than anything else. She knew what precisely what was going on here.

"You….we can't…."

"If you tell me that you can't tell me anything, I'll be extremely displeased," Gwen whispered, her eyes were flashing with menace and the men backed off immediately.

"He'll be returned back shortly…..once he's been cleared….."

"He shouldn't be taken at all," Gwen said and the men in black staring at her had agitation in their sight. Gwen was not about to ignore that fact. "And you know that I'm right, or are you just following orders?"

If there was something that angered Gwen more than anything else, it was one someone was trying to cop out of doing the right thing by saying that they were just following orders.

"We're….all you need to know is if he's clean, you're going to get him….he'll be returned to you….trust me," the agent said, and he wondered if SHIELD had went over the wrong one.

"You wanted to warn me about something, didn't you?" Gwen asked as she looked at the agents. "Otherwise you wouldn't have dropped the communication device with the tracker in the middle of the alleyway where anyone with a few functioning brain cells could find it, would you?"

"Just know….he's after you….and he'll stop at nothing," one of the agents said and he blacked out from the pain.

On one hand, Gwen felt that it might have not been a good idea to knock around this government agent like this.

A loud bang could be heard and Gwen was met with a choking cloud of smoke. She figured that was about right, super-secret government agents would have a method to escape the premises to be honest.

The blonde could see them disappear and the helicopter that they were on, it flew off into the distance before she really could get a look at it.

"Damn it, damn it, damn it!" Gwen cursed for herself, as much as she hated to admit this to herself, she was back to square one and square one was not a fun place to be. In fact, square one sucked.

She wished she had some kind of ability to pull something like that out of the sky but….that might have been far beyond even her abilities. There were no more government agents in the alleyway, in fact, they didn't leave a trace that they were here.

Gwen wondered if they swiped something from her, a hair, or something like that, some kind of DNA. The fact of the matter was that they got their asses kicked a bit too quickly for them to just put their tail between their legs and run.

Nothing really seemed out of place but Gwen knew by now not to assume that things were as they seemed. What happened, where was Peter, where did they take Peter, there were many questions, and an insufficient amount of answers for Gwen's liking to be honest.

The whirling of the approaching helicopter caused Gwen to stand up and take notice of something that was approaching.

Could this be another government helicopter or something else? The blonde had no idea and she would find out.

Then it was gone by the time she got here. She wondered if it was some kind of stealth vehicle, but without the ability to see through cloaking devices, Gwen suspected that she would never really know.

'_Damn it,' _Gwen cursed to herself, things got intense and she wondered if this was where Peter would have got off.

The blonde then focused and figured out what she was going to do, but suddenly, the opportunity landed onto her lap.

She saw him down in the alleyway, his costume was in disarray, but at least he was breathing.

* * *

After what happened, Peter Parker thought that he had a really weird night. It started with fighting a hot Russian spy in a catsuit. To be honest, that was something out of the wet dream of a completely deranged teenager.

The fact that he ended up having sex with her, that was something that blew his mind. Of course, he was knocked out later and he found himself back in the same alleyway where he was knocked out in the first place.

'_Okay, that's got to be the most messed up concussion related fantasy ever,' _Peter thought, wondering if he hit his head fighting some of those muggers outside. Actually, that might have been the most logical solution to this problem.

Rubbing his head, he could see Gwen running up to him. The blonde reached him and engulfed him into a tight hug.

His ribs were a little bit more tender than he thought that they were and he winced. "Hey Gwen….sorry….but…..I got hit hard."

"Hit hard…..well I'd say, some government agents….they were after me, and they took you, and….well you're back and they're gone," Gwen said as she looked at Peter. Peter's face shifted through numerous emotions and his mouth hung open before he managed to spit out the obvious statement.

"So that wasn't a….product of my concussion induced delirium?"

"No….but I'm sure that they might have made you think it was, to avoid any detection, but that's the government for you," Gwen answered, frowning as she clapped her hands on her hips. "We got to get you checked out and if you say that you're fine, I'm going to disagree."

"I wasn't….really planning on arguing the point….she plays rather rough," Peter said and Gwen looked at him, an eyebrow half raised. Peter figured that he better answer this one right away. "Oh there's this Russian spy, she calls herself the Black Widow. She was the one that knocked me out, you know the type, redhair, skintight catsuit, a body made for sin…."

"I get the general picture, yes," Gwen said, not sure what she was more upset about. That some oversexed spy tramp decided to take liberties with Peter, or the fact that she didn't get a front row seat to the sex.

She made a plan to catch this Black Widow at the next possible opportunity, because as Peter's Alpha, she felt that these bitches needed to learn their place.

"So….she staged a jewelry store robbery, tried to get my attention, you know how that goes, don't you?" Peter asked Gwen and Gwen nodded.

"Yep, all too well, you…..well you never know when someone could be playing games with you, I was lured into the alleyway by them as well," Gwen said and Peter frowned. "And I don't really need to tell you that I should…..really check you over to make sure they didn't leave anything behind."

Peter opened his mouth but he decided to really concede that she was right. He was knocked out on his way there and he was knocked out on his way home.

"It's lucky that your aunt and uncle were gone," Gwen whispered, as she raised her eyebrow and Peter gave her a crisp smile in response.

"Lucky, no not real luck all about it, he was watching the house….they said that they're a government agency, it's called SHIELD," Peter told Gwen and the blonde frowned, as she lead Peter towards her car. She made sure it was not tampered with or no one was sitting in the back seat.

"Well we'll see if I can dig up anything about it later…..there's something pinned to your suit," Gwen stopped and she reached forward, unclipping the note from him.

_You passed, but know that we're watching you._

Peter thought that if that wasn't foreboding, he really had no idea what was.

"So some Samuel L. Jackson look alike with an eye patch gives me a clean bill of health….but what…"

"Maybe he thinks that you're going to turn into some kind of spider monster, that will devour the men and women of New York," Gwen replied and Peter frowned at her.

"That really sounds like something out of a B-Movie, you know?"

"Oh believe me, I'm well aware," Gwen said, tightening her grip around Peter's hand, as he sat in the passengers seat. It was becoming obvious by now that she pretty much took what happened seriously. "You better get changed….on the off chance that my father is around, it wouldn't really be a good thing for him to see Spider-Man walking in the front door."

"Oh yes, that would be a bad thing," Peter said as he ducked and managed to pull his costume out.

"And you could use a shower before you go home, given what you smell of," Gwen said in a nonchalant voice as she pulled into a spot on the side of the road. Just in the nick of time, she thought, as the blonde's cell phone went off. "Yes….yes…..thanks MJ, yeah he's fine….no one there on your end…..I'll tell Peter you said hi."

"Guess it's a good thing to have a look out," Peter said and Gwen smiled.

"No kidding….oh Mary Jane said hi, by the way."

"Yes, I gathered that much, I was only sitting about six inches away," Peter said and Gwen's smile got even larger towards him.

"Just got to keep you on your toes, honey," Gwen said, placing her hand on Peter's shoulder and smiled. "I just got to keep you on your toes."

That was a point that he could not dispute.

* * *

"So what's the damage?" Peter asked, he had to be honest, he was almost fearful for what he found out.

Gwen once again frowned as she looked him over and there was a momentary sigh that escaped from her lips.

"The problem is that I can't find any damage," Gwen said and Peter looked at her, rather confused.

"You're kidding, right?"

"No, Peter, I won't joke about something like this, you should know that better than anyone else," Gwen said and Peter nodded.

"Right, right, right."

"But, let's see what we can dig up on our wayward government agency," Gwen replied, as she made her way onto the computer system.

"They do seem to be the top secret sort," Peter said and Gwen placed her hand on her face, blowing her hair from it and sighing.

"Yes, they seem to be the top secret sort, you're right, but even the most top secret governments are going to leave a paper trail for someone to follow," Gwen said, her attention was half on the samples that should took from Peter. She could scarcely believe that he came out normal.

Never the less, the blonde began to type away at her computer, trying to uncover the dirt on SHIELD and dirty was a key word. She wanted something to nail these guys with after what they did. The government was too big for their britches sometimes and sure Peter was technically a vigilante but that didn't excuse what they were doing.

The horror came to Gwen when she continued to type through and she found that there was absolutely nothing there.

That couldn't really be right, could it?

"No, I'm not searching for some wrestling group," Gwen muttered underneath her breath as she continued to hunt for information on SHIELD. "Well, I didn't think…..they are good at….not existing."

"That just makes you more suspicious, does it?" Peter asked.

"You better believe that it does," Gwen said, she raised her eyebrow. "Who was the guy's name….you know, the Samuel L. Jackson stunt double with the eye patch."

"Nick Fury," Peter said and Gwen delved in with an attempt to locate information on that particular man. She would sit there typing until her fingers bled.

Much to her chagrin, Gwen found absolutely nothing regarding Fury. That didn't really make much sense, if any sense.

"Damn it," Gwen cursed, closing her eyes. There had to be something there. The blonde felt frustration course through her body.

"So is there….."

"I don't know, Peter," Gwen admitted, hating that there was nothing there that she could trace, at least nothing that was really tangible. Peter grabbed Gwen's hand and that gave her strength. "He just…..he just seems like someone who would be famous or maybe infamous."

"Would this government organization really have the resources to just wipe themselves off of the face of the planet?" Peter mused and Gwen chewed down on the side of her lip, looking thoughtful.

"No….and yes….it's kind of confusing, isn't it?" Gwen asked, as she ran her finger down the screen and sighed. "You know the old adage about the Internet though….."

"Once something is on the Internet, it's always there because someone, somewhere has downloaded it," Peter replied and Gwen nodded. "But these guys so far are making a plane mockery out of there, aren't they?"

"Essentially, but I've only just begun to dig, don't worry, I'll find something, just going to have to try harder," Gwen replied, determination flashing through her eyes once again. It was moments like this where she looked completely scary but that was why Peter admired her.

"Well, by all means," Peter said, recalling the weird night that was.

"I'll…..I'll drive you home first," Gwen said to Peter suddenly. She wasn't actively beating herself up about it, but she was taking a fair deal of personal responsibility for the fact that Peter got injured. "And I'll do some real digging…..but I don't need you to be around when I do that."

"Plausible deniability?" Peter asked and Gwen smiled.

"And Bingo was his name-o."

Gwen was going to employ every hacking trick that she could think about to figure out what exactly this Fury was and what SHIELD was. It would be nice if she had some kind of backdoor into the organization.

They couldn't have gone completely ghost. There had to be another part of the government that knew what they were.

The United States government's computer systems….well Gwen was about ready to test their security. What she was doing might be considered cyber terrorism, so she did not recommend anyone to try it at home or at least get caught while doing it. The blonde had no intention to get caught, and her computer was some place where she won't get trapped.

"Hope you don't get twenty to life with what you're doing," Peter joked and Gwen shook her head.

"Oh believe me, I hope that I won't too….." Gwen said and Peter placed his arm around her once more.

"I'm alright, I really am," Peter said and Gwen smiled.

"I know Pete, I know, but…..they said that you're clean….now I want to know what they're looking for," Gwen said and Peter once again racked his brain.

"It wasn't exactly that they were very forthcoming with information, and until they are, I'm grasping around the dark, trying to touch straws," Peter answered, as he bit down on his lip, and frowned.

The two were in Gwen's car and they were around to drive back home, making small talk as they went all the way.

* * *

Just like he had twenty years ago, Nick Fury found himself face to face with something that was unsettling. The eagle eyed Agent of SHIELD stared down what he had to look at, his eye burning forward and fiercely.

What was Peter Parker? What was Spider-Man? The answers of what happened to the Parkers died with them.

They had been knocked out by HYDRA, subjected to experiments. During the plane crash, there was only just enough of them to make a positive identification that was the Parkers, and that was about it.

HYDRA wasn't exactly forthcoming with information, especially given how the scientist that was in charge of the experiment decided to go under ground some time ago.

'_Just what are you, kid,' _Fury thought, he was pretty sure that Norman Osborn was trying to determine the same thing.

And if Fury didn't have a countermeasure soon, Osborn could have an army of spider powered super soldiers that was at his beck and call. The problem was, capturing a sixteen year old was a lot easier than capturing someone like Osborn, who had security that the President of the United States would be envious of.

The Director of SHIELD thought about the rumors that nature would take Osborn within the next few months. There would be very few people who would be sad to see Osborn gone, and there would be a line of people as far as the eye could see that would line up for the express purpose of pissing on his grave.

That being said, that made Osborn a prime target to work with genetics, and other….well other elements, things that he shouldn't have had any comprehension over.

"Any luck?"

"No, none so far, it seems like the Parkers exist solely to give me a migraine," Fury said, and he had his science people break down the genetic structure of Parker, compare it to one of the spider scans he borrowed from OsCorp and a human.

There was nothing there and Fury knew by now when there was nothing, there was something. He would just have to dig deeper.

And in the meantime, he will have to keep a closer eye on Parker, and even though he had only one to spare, he would have to do this.

He could be a valuable asset or a horrifying liability.

**To Be Continued on June 18****th**** 2014. **


	9. Chapter 9

**So yes, back, at least just posting on the stories that are already up. I am 86ing the lemons, because we can't have nice things on this website. Full versions are elsewhere. And I see my hits drop like a stone.  
**

* * *

Spider-Man felt the rush of the cool air going over his face. There was nothing really better to be honest. It was late at night and a few days had passed since the incident where he was kidnapped. Granted, that had really gone okay for the most part but still the web slinger hoped to get some things done and soon.

Once again, one of the windows were opened and Spider-Man frowned. The last time he ran into a situation like this, he was kidnapped.

"So, she's struck again, hasn't she?" Gwen asked and Peter nearly dropped down. He was going to ask for clarification but Gwen didn't have to give him any. "The cat burglar, she struck a few times recently…robbing the rich mostly. Each place she's knocked off belonged to New York's richest."

"So wait….the cat burgular….she's….."

"Yes, she, Peter, so stay focused this time," Gwen warned him, even though she was into some good old fashioned punished, this was not really the time or the place to be honest. The blonde checked something and reported. "The police haven't gotten a fix on this girl yet….so you're in luck."

"Oh, I feel lucky, really I do," Peter said, as he slipped inside, and there was a small spotlight in.

He touched the floor, she already did the job, disabling the burglar alarms. An intelligent thief, this was going to be really interesting. The web slinger kept himself through the shadows as he saw her, trying to remove the lock from a glass case. It at some priceless looking jewels in it, hell that rock was the size of a guy's head. He really couldn't believe it but at the same time…..well he wasn't going to go down that road any again if he could help him.

"You know, I don't think that those are for public consumption."

She was sort of hunched over and Peter didn't really see her until now. She turned around, her platinum blonde hair flipping down her face. Shimmering blue eyes shined at him, and a predatory smile. A black mask covered her face, along with a skin tight black cat suit that clung to pretty much every curve that she had.

"Well, Spider-Man, it's an honor," she commented towards him.

Peter shook his head, he would not get distracted by the sexy, he would not get distracted by the sexy.

Spider sense and he dodged a grapnel that was shot at him.

"Oh, you're quick….hopefully not too quick where it counts," she said with a saucy smile, and she tucked her head, doing a forward roll.

Spider-Man caught her by the ankle as she sprung into the air and whipped her down. She landed on her feet with grace.

"Not too bad, but no one like's a show off," Spider-Man said, and she gracefully flipped over onto his back.

She flicked something to the ground, but he dodged the attack with expert precision.

"Not really showing up, just trying to figure out a way to go head to head with you," the woman commented with a smile.

"So kitty cat….."

"Name's Black Cat actually, pleased to meet your acquitance, Spider-Man," she commented and she dodged his attack. "Oh, you should know that I don't try and go for bondage on the first date. But I'm flattered that the thought is there."

"Well, I'm sure you are but you've got to….."

"Do I need to know?" Black Cat asked as she turned around, allowing Spider-Man get a good view of her ass.

Quite the ass it was but he needed to stay focused, right before she tried to nail him with a nice roundhouse kick.

"Sorry spider, things are getting a bit too heated around here, even if I like the heat, a bit too much," the young woman said with a lustful purr to her tone and she knocked him backwards.

She tried to get out but Spider-Man latched a line of webbing to her foot, and brought her back down to the ground.

"Oh, you like to play, don't you?" she asked, and she could feel a rush of adrenaline hit her, that was nothing like anything that she felt before.

Felicia scratched his face, ripping at his mask. She wondered who was underneath the mask, but that would be peaking and that would be cheating.

"Oooh, cops, that's not good, and I know that your rep is about as bad as mine….but you're seen in broad daylight with a lot of them, aren't you?" Black Cat asked him with a smile on his face. "Catch you later, swinger…..maybe we'll spend more time together."

The doors were opened and Spider-Man followed her….although he didn't go really with her.

"So, she's going to be a slippery one," Gwen commented and Spider-Man was going to take one time around the city block to see if he could find her.

The Black Cat slipped off into the night and Spider-Man was left hanging….more literally than usual.

* * *

"A Black Cat has crossed my path, and she's….taken something that she shouldn't," a man in the shadows commented, as he saw the Black Cat. She did strike other people hard, but it was four buildings owned by him that she attacked and pilfered, breaking open the safe, and acquiring gold and diamonds.

If some costumed person made a laughing stock of him, then it was pretty much game over as far as the criminal underworld was concerned. He closed his fist, as he grunted angrily.

Wilson Fisk was the Kingpin of Crime and he did not like being made to look a fool of. That was for certain.

Spider-Man had been a problem but his crusade was one to fight crime. It was not to take valuable resources from Fisk. In some strange way, Wilson Fisk could appreciate that and accept that as well.

What the Black Cat was doing on the other hand, he could not accept and the fact was that it angered him.

His men had not been able to collect the bounty that he had put on her head. One billion dollars and there was not a man alive who could collect on that.

It hit the Kingpin immediately, there was not a man alive who could collect on that bounty. His men had been distracted by the feminine form of the Black Cat. Whoever she was, that didn't really matter. The fact was that she was making his men look foolish and he was about to go into the middle of a gang war, and he needed all of the resources that he could.

This Black Cat disrupting his plans could not be.

No man alive, the Kingpin knew where he was going and he cracked his knuckles, with an ugly scowl on it. He tapped his fingers against the intercom and scooped it up.

"Send her in, I have a job for her, one that she'll be paid handsomely for, if she brings me the cat's head on a plate," Kingpin said in his usual gruff demeanor. It might be a mistake to directly meet with an assassin but so far nothing had worked. He was going to go for a professional where his goons failed.

A soft knock on the door brought the Kingpin's gaze forward and the man himself smiled widely. "Enter."

She slunk into his office, dressed to kill, something that was quite literal with her profession. Dark black hair hung down towards her shoulders and killer dark eyes stared down across the Kingpin. Greek features gave her an exotic beauty. She was currently depressed in a tight pair of red pants and a tight top over her bust, which would turn more than a few heads.

Right before her sword lopped it off.

"You wished to see me, Mr. Fisk," she said in a calm voice.

"Yes, Elektra, please sit down," Kingpin said. "Our arrangement has been….quite beneficial in the past, wouldn't you agree?"

"Yes," Elektra agreed, she was paid well and that was really the best thing. Her lips curled into a smile, as excitement flashed through her eyes. "And now you wish for me to perform a task that your men….have failed."

"I wish for you to take care of this problem, because she's getting far closer to one of my operations that I don't want disrupted," Kingpin said. He was at a critical moment that he was not about to have what he was doing disrupted.

"Yes, I will do so, for the right price," Elektra said to him and the Kingpin of Crime gave her a crisp and knowing smile.

"Trust me when I say….the price is always right when you're working with the Kingpin," he said and he pushed the case in front of her. "This is the money that I've set aside for my men…but they have failed. Succeed, and you will be rewarded. Fail…..well I don't expect to see you back here any time soon."

"You need not worry, Mr. Fisk, I don't fail, especially with some little girl who is mascarading as a cat burglar," Elektra said, twirling the sai in her hand. She could stab a person as easily as one, two, three, if she chose to do so.

"I'm counting on you to do this….."

Elektra smiled, she was pleased that the Kingpin put so much faith on her that time, but she would not allow herself to fail. She prided herself on her success rate.

It was nothing personal, just strictly professional it was. And that's what the woman planned on doing, she was going to add the Black Cat as a notch on her belt.

* * *

"So, thank you Peter, thank you very much, I did it," Liz said as she threw her arms around his neck and she smiled at him. "I got it, passed Chemistry, with room to spare."

"I knew you had it in you," Peter told her and it was the truth, he wouldn't have had so much faith in Liz to do things if he didn't think for one second, that she could do it.

"It's all down to you….you know….."

"While I like praising Peter as much as the next person….that really isn't all him, that's on you, he just gave him the guidance," Gwen said and she stepped over, before whispering in Liz's ear. "And I'm sure the incentive program is…..sufficient enough to help you get going."

"Oh for sure….for sure," Liz said looking too pleased. She didn't want to make a public spectacle out of herself but she felt rather excited.

"Well if you need any more help….."

"It would be kind of stupid for me not to accept any more help from you," Liz said and she sighed. "I've got to go….the last thing I need is a tardy. My parents would kill me."

"Well we wouldn't want that to happen, because we really like to have you around," Peter replied to Liz and she smiled. "See you later."

"Oh, I know that I will, and I'll hold you to that promise," Liz said as she walked off.

"I'm pretty sure that Liz is hooked," Mary Jane said as she turned up at this moment, and the three made their way to their respective classes.

"Did you take a good long look in the mirror later, Miss Watson?" Peter asked her and Mary Jane flushed, but she managed to recover immediately.

"Well, yeah I'm hooked, but she has it bad, I mean….bad, bad, and she doesn't even know why," Mary Jane said and she looked around. "It's a good thing we're….keeping this discrete though…..you wouldn't get a moment of piece if all of the other girls in this school tried to get a piece of you."

"Well…..wait…..you think….."

"Yes, judging by a lot of these skanks, it might really not be the best idea in the world," Gwen said, putting her hands on the top of her head and sighing. "But I'm sure that there are a few girls that are worth adding."

"Like that Black Cat for instance," Mary Jane said, with a knowing smile and Gwen's eyes snapped up towards the redhead. She threw her head back and sighed.

"Maybe," Gwen said but her mind was still on the entire SHIELD fiasco that happened a few weeks ago. She did not need to worry about another morally ambiguous female in tight black leather trying to stir some things up. The blonde figured that she would piece this together rather soon enough.

"Do you even have an idea who she might be?" Peter asked and Gwen shook her head.

"I'm trying to find someone who has the proper motive, but….it could be any spoiled rich kid who is mad that Mommy and Daddy cut off her trust fund for all I know," Gwen said to both of them, and they parted ways. Gwen stopped at the top of the steps, going to the library for her free period. "I'll get back to you."

"She's still stressing about the entire shadow government agency thing, isn't she?" Mary Jane asked and Peter stopped. "Do you have a feeling that….well one of them could be watching you right now?"

"I wouldn't be surprised," Peter admitted, with a long sigh escaping from his lips and Mary Jane clutched the side of his arm, trying to remain fairly balanced. "Are you okay?"

"Long day, I'll see you later," Mary Jane said, stealing a kiss when she was sure that no one was looking.

That kiss lingered and Peter was left with more than a lot to think about. More than he should have been able to think about when he was up to gym class and needed his wits about him.

He dialed back his abilities a little bit, because he didn't need anyone putting two and two together, even though Gwen warned him in today's world of camera phones and everyone being too nosy for their own good, there would come a day where he'd have to worry about his identity being all over Facebook, YouTube, Twitter, and any other place on the Internet he could think of.

That being said, he would worry about that later, right now Peter had an idea that he could talk to someone and get some information. She would owe him after he pulled her out of the line of fire last time.

Plus as good as Gwen was, it didn't hurt to have some other people helping out.

Now, Peter turned to face the mountain that was dodgeball.

* * *

Betty Brant returned to her apartment, thinking about her next move. She wanted to take a long bath after a long day, but first she had to put the finishing touches on a story that she was working on about the bubbling tension in the New York city underworld.

It was a good story, an exciting story, the type of story that would likely get a person killed. That's why Betty tackled it with reckless abandon.

'_If I get in trouble, at least my last story will be my best one,' _Betty thought, as she was nearly giddy with anticipation.

She turned around and saw someone standing there. This caught her completely off guard and her mouth opened. She managed to really spit out the obvious statement. "Spider-Man?"

"In the flesh," Spider-Man said to her and she stood up, trying to be as professional as she could.

"Well….this is a surprise," Betty said and she looked at him. "What if I wasn't decent?"

"Well….I caught you coming in on my way here, so I figured that you were," Spider-Man commented to her and Betty's mouth was hanging halfway open and she nodded up and down.

"Right, right, so….um….what can I do for you?" Betty asked as she sat down.

"I need to see if you've heard anything about the Black Cat," Spider-Man said and Betty looked rather hesistant. "I know someone like you, you're bound to hear things coming through the Bugle grapevine so….."

"Right you got me, she's been the talk of the town, almost as much as you have," Betty said, managing to recover correctly. Her arms crossed over chest. "But there are a lot of rumors on what she is, who she is…..but it's just speculation. It's just like someone says that she might have some bad luck powers."

"Bad luck powers?" Spider-Man muttered, corking his eyebrow as he crossed his arms together and she looked at him.

"Well you know that there are a lot of weird things happening," Betty said, folding her hands over her lap. "But….she's after the Kingpin, that's for sure."

Spider-Man had a lot of questions but she had a few answers for him.

"The Kingpin….he's one of the biggest crime lords in New York, no one really knows who he is….well no one who is willing to open their mouth and talk about him," Betty said, as she gained a fair amount of stride as she talked about him. "He sent the old boss, Silvermane, up the river….and there's a rumor that Silvermane is back and he is pretty much out for revenge."

"Is he, now?" Spider-Man asked her and Betty nodded eagerly, crossing her arms.

"Yes…..but there's a rumor that Silvermane might have unleashed this Black Cat on the Kingpin…..and there are rumors that she might have been the illegitmate daughter of whoever he is."

"Well, that sounds like a soap opera."

Betty smiled and breathed. "No kidding….but the crime family dynamic in New York, it's really….well you know."

"Yes, I really have an idea so back to the Black Cat….."

"The only thing that we're really can be sure about was that she has a grudge against the Kingpin and there's a hit out on her head," Betty Brant said and she decided to present a theory that she had in mind. "So…..I wonder if she knows who the Kingpin is in his real life."

'_That does make a lot of sense,' _Spider-Man thought.

"So, she found out way too much, and she's also playing games with him, stealing from him," Spider-Man commented and he thought about it. "I wonder if she realizes if it's a game or not."

"Well, if she realizes and if she cares, that's really two different things," Betty commented thoughtfully and the web slinger looked back at her. "But….what about you….going out there against some of the most dangerous people in the city, people that can flatten you without a second thought."

"Are you trying to say that I'm not able to handle myself out there?" Spider-Man asked her and Betty looked rather flushed, shaking her head.

"No but….I just wanted to know, what makes you tick…"

"Just helping people out there, who can't help themselves," Spider-Man said and he looked outside.

"You're not going to duck and run, are you?" Betty asked as she got to her feet. He saw a hint of her cleavage with her jacket undone. She did not realize what she was doing but there were a few pheromones that were flying through the air.

"No, not duck and run but…..I really have a job to do….but when I'm done…..I'll give you the interview that you want…."

"A one on one interview with Spider-Man…..I'm going to hold you to that promise, and I hope that I won't scare you away when I say this, but I'm not going to pull any punches," Betty said to him and she shook her head. "Here's everything I have on the Kingpin, maybe that will help you figure out the Black Cat's next move."

"Thanks, I'll see you later."

Betty threw her head up and was about ready to say something but Spider-Man was gone.

* * *

The Black Cat had the pass code that she bought from one of the Kingpin's subordinates. The good thing about a thug is they would do anything for a bit of money.

"Okay, let's see what's behind door number one," Black Cat commented and there were a few glops of webbing that shot over the keypad. "Well….it's a good thing that you didn't get any of that in my hair….I hate it when a guy does that."

"Good thing I didn't, did I?" Spider-Man asked as he stood face to face with the Black Cat. The woman stared him down and motioned for him to go forward.

"Last time we did this, it didn't end up too well for you," Black Cat said, as she rushed forward, but Spider-Man dodged her attack. The web slinger flew over her head, and tried to web her up. "Again with the bondage, you're so predictable…."

A glop of webbing was shot in her face and Black Cat grimaced. She managed to pull it off of her face, and she pulled herself up to the top of the pipes.

Her legs wrapped around his head and she rocked back, pushing him against the wall.

"Well that was a forward move," Spider-Man commented but he suddenly was wrapped up in some ropes.

"Sorry to leave you hanging Spider but…."

Two exploding ninja stars impacted into the stone wall and there was an explosion. The dust and the smoke caused the Black Cat to bend over and she started to cough a little bit, her eyes watering.

Elektra dropped down to face the Black Cat, and she rushed forward with a Sai. The Black Cat's agility only just allowed her to dodge the Sai before it parted her hair in a literal and figurative way.

"Damn, the Kingpin's pet assassin," Black Cat said and Elektra grabbed her around the throat, slamming her against the wall.

Spider-Man managed to free his arm and untangle himself, just in time to nearly get his head lost taken off.

"I'm not after you, leave," Elektra said as she was annoyed that Spider-Man was there. He was an unfortunate distraction to be honest.

Black Cat jumped on the back of Elektra, she was not as skilled in a fight, but she was just going to have to fight dirty. Her fingernails dug into Elektra's face but Elektra flung her down to the ground.

Spider-Man tried to web her up but she did a forward roll.

"Okay just….."

"I told you to leave," Elektra said, grabbing Spider-Man around the head and throwing him halfway across the room.

Black Cat tried to nail Elektra in the face but Elektra blocked it and jabbed her in the ribs, dropping her to the ground. Her Sai clung onto the slit of the Black Cat's outfit, and then it tore it just a little bit.

Spider-Man watched, his mouth hanging halfway open in awe, and suddenly, Black Cat pulled herself away. She didn't really care that she was hanging halfway out of her outfit and she was about ready to give as good as she took.

Elektra's outfit was ripped as well and Spider-Man watched, once again his mouth hanging open in abject shock. She was exposed before him.

He wondered the implications about webbing the half-naked women, but he had to do something, before they killed each other.

Spider-Man shot his webbing at both Elektra and Black Cat. Both of them dodged it and his heart kept pumping up.

"Get….away," Elektra said as she felt sensations go through her body. She tried to focus, knowing that the Black Cat would attack her, and she had about one billion reasons why she should take her enemy down.

"You know, I shouldn't get away because you're….trying….to kill someone," Spider-Man said, as he could see that there was parts of Elektra that were exposed before him and he was having a devil of a time trying to focus. He could feel himself getting stiff and it was hard.

His pheromones also were hard to hold back because the adrenaline was pumping and he was in a fight with two hot, semi-naked woman.

"You know, if you're here….you might as well do something useful," Elektra said and she pinned Spider-Man against the wall, her attack pressing her body against his, as she tore at his costume. "And you better do well at it, or I'll fucking killing you after I finish."

Her hand clenched him and Spider-Man wondered…..at this point he thought that he would just go with it.

* * *

"Perfect fucking timing," Black Cat grumbled, she was left hanging, horny, and frustrated.

Elektra groaned and Spider-Man was frustrated, managing to pull his costume together. It was not completely damaged, but it was going to be an adventure to get back home.

The three half dressed individuals just barely managed to escape as the boys in blue came.

**To Be Continued. **


	10. Chapter 10

_So as I said, the lemons have been removed from this version, because people are too uptight and we can't have nice things. You can view them at my other profile at Archive of My Own where the full version is. Anyway enjoy. _

* * *

Spider-Man shook his head, as fun as that was, he had other things to do and he had to track down the person that was behind this.

The Black Cat was what she was, that being a thief, a cat burglar. She wasn't a dangerous criminal, although she could pack a punch. That kitty does have some claws, for lack of a better term.

The web slinger sighed, as he went to the other part. He had gotten up close and personal with Elektra, who disappeared from the area. Someone like that though, she wouldn't be gone for too long.

Both women were gone in fact and the police was here. He was only mildly amused that they would run into a sticky situation. But his pheromones kicked in, in a big way. Why did they do that? That would be something to figure out later on.

Right now, the web slinger had a far bigger problem to deal with, and there was no one bigger than the Kingpin. According to Betty, he was the crime lord to end all crime lords. He was the boss of bosses so to speak.

'_Tracking him down….that's going to be tough….although maybe not….' _Spider-Man thought, as he saw a device that Elektra dropped in her haste to leave. The police were moving around the area of the crime. It could be a vital clue that could point him in the right direction.

There was just one problem, he needed to grab onto it, before the police caught him. That was easier said than done. The web slinger swung from one side or the other.

He moved closer into the shadows, and he could see Captain Stacy talking to his officers in a low hushed voice.

"Make sure to look out for anyone….Spider-Man was sighted around here….."

'_I wonder how much they saw,' _Spider-Man thought, managing to use his webbing to fix the parts of the costume that had been ripped in the throes of passion.

Captain Stacy led his men over to the vault and that was when Spider-Man made his move. He had only a few seconds margin of error before everything boiled over. The web slinger perched himself.

'_Now or never,' _he thought and he launched a line of webbing over, latching onto the device and pulling it up into his hand.

The web slinger held it in his hand and he looked over it. He let out a long sigh of relief, he thought for a second that he was going to get caught, but sure enough he didn't.

Spider-Man made his way out of the scene, before Captain Stacy could turn around or anyone could identify him.

'_So far, so good,' _Spider-Man said, and all he needed was to make it to Gwen's house without his webbing dissolving and his costume giving away.

Thankfully he had a spare that could be worn, actually he had a few spares. The web slinger made his way outside of the door where Gwen was waiting. The blonde's arms crossed together and a swift smile crossed over her lips.

"So my father cock blocked you, did he?"

"I'm sure that it wasn't intentional," Peter said, dropping down and already Gwen had a costume ready for him.

"We should send that bitch the bill….."

"Now, she just got a little….excited, actually the longer that fight went….the more pheromones that I gave out, the more insane things got."

Gwen smiled as she looked at Peter. "And that wouldn't be because you were in front of two attractive women in tight clothes, was it?"

Peter threw his hands up and smiled, it was one of those guilty as charged type expressions on his face. Gwen smirked and sighed, throwing her hands down.

"Very well then, I guess," Gwen replied, shifting her hair back out of her eyes with a prominent sigh. "So….what did you bring me…."

"Elektra dropped this in the heat of the moment, and…..if she got hired by the Kingpin, it could have some tangible clue about who he is," Peter said and Gwen smiled.

"It could be," Gwen agreed, brushing her fingers through her hair and she blinked with a long sigh. "The Kingpin….well that could be a pain where I….well it could be a pain."

Gwen was caught off from what she was saying and she once again brought her fingers through the top of her hair, sighing. She needed to focus to get these things.

"There's the possibility that she did drop this….and hoped to infect anyone's computer who messed with it with a virus…..but I'm well protected, don't worry," Gwen said and Peter smiled back in response.

"I wasn't going to worry…."

"Good, because you shouldn't worry, let's see….well that scans cleanly…..that's interesting, this is a list of places that the Black Cat could potentially hit, and I guess she was just lucky enough to hit the right one."

"Could you find out who owns them?" Peter asked and he added. "I mean, it could be whoever the Kingpin is using an assumed name or a patsy but it's better than nothing…."

"Well, I do have an idea where the Kingpin might be holding court with some of his men tonight."

That piqued Peter's interest greatly.

* * *

It was the spot and Peter was intrigued to see what he was walking into but he was also a little bit suspicious. He could not help but think one thing in his mind.

Was he running into a trap?

The data was not malicious but the intent behind the data was. Organized crime was something that he needed to be very careful with. Now in a fresh costume, the web slinger looked around and he crept up onto a light post.

The good thing was that these people did not look up. Talk about your tunnel vision. Not that Peter was complaining because it did make his life a little bit easier but still, he would have liked some challenge.

"So what's the boss doing in there…."

"Who cares, we still get paid the same way, don't we?"

"Man, aren't you the least bit curious?" one of the thugs asked the third who had spoken out and his response was short, sweet, and extremely curt.

"No."

Spider-Man could see the boxes. Were they drugs, guns, bootleg merchandise of some overhyped band, counterfeit money, some combination of the above? Unfortunately one of his spider powers was not the ability to see through certain objects, otherwise he would have been certain about things.

There was one of the thugs that made his way into a dark alleyway in the side. The web slinger made his move, rushing through the air with a rush.

The web slinger kicked his adversary in the side of the head and slowly dragged him off into the shadows.

'_Well one down, about four or five to go,' _Spider-Man thought and there was a rumbling of the thugs approaching him.

"Hey, I heard someone out there…."

"You better come out, come out now."

The web slinger threw one of the decoys down onto the ground. It hit the ground and there was a loud bang.

Spider-Man grabbed him around the head and nailed him with a series of elbows to the back of the head. Then he was hung upside down.

"He was over here, over here, I swear!" the thug said, picking up his baseball bat and swinging it. He stopped, there was nothing there. His hands clutched around the baseball bat hard and his knuckles grew white and he coughed, looking around.

"Yeah, keep looking, he's got to….."

The web slinger knocked him down to the ground and the man was knocked down to the ground. His arms and legs were tied behind his back.

The final goon backed off, nearly knocking himself with his baseball bat. He fell backwards, blood pouring down from his nose.

"Well, that was fun," Spider-Man said and he made his way forward into the doorway of the factory and pushed it open.

He was greeted by a loud and boisterous round of clapping. A group of six armed thugs, much more dangerous looking that the clock punchers that he found on the outside, crowded around a monitor.

"I wondered where you would show up, Spider-Man."

"The Kingpin, I presume," Spider-Man said and he paused before saying something else. "You know, I kind of expected you to actually show up in the flesh so….."

"I enjoy my privacy, but you would be able to understand that better than anyone else," the Kingpin said and he leaned forward. The web head could see the man on the screen, the shadows made him look large. Whether that was the case, he didn't know. "The mask you wear told me that much."

"Well, I wear it for a reason….."

"We all wear masks for a reason, Spider-Man," the Kingpin said to the web slinger. "But your reason….you've interfered in a few of my operations and I can't allow that to continue."

"Well, what you allow….."

"I'm willing to work with you, and even pay you for fighting crime, because there is a lot of scum in this city that needs to be eliminated," Kingpin replied, preparing to cut Spider-Man what would be an interesting deal that would benefit both of them.

"You're….."

"I'm offering you a job Spider-Man, and you'll get protection as well from my rival threats but if I tell you to look the other way, whenever I want you too."

"I can't do that….."

"So if you deny me, then, I'm afraid that I might have to say goodbye," the Kingpin said as he motioned for his men to point the weapons at Spider-Man.

The lights crackled and they completely went off. Spider-Man could hear the rumbling in the darkness, and he made his move.

The sound of gunshots were heard, but Spider-Man used his spider sense to dodge it, wrapping up his enemies. The Kingpin's men fell to the ground hard with a thump.

"Figured that I'd hit the lights," Gwen said and Peter smiled.

"Thanks," Peter said, as he made his way from the warehouse. The tip that had been called in brought the Kingpin's men in to custody but he knew by now that there was still a lot to be done.

* * *

"He's got to be talking about some kind of gang war, because that's the only reason that he wanted to get you on his side, you know, as some kind of cheap enforcer," Gwen commented lightly and Peter sighed.

"Well that's about as good of an explanation as any, I guess," Peter replied tensely and he continued to swing forward and check things out.

So far there was absolutely nothing, but even a Black Cat sighting. That was making him fairly nervous that something was going to break.

"We're just going to have to play this by year….although Betty said say that Silvermane is being let out," Gwen said and Peter gave a non-committal grunt. "Well….it was the fact that Kingpin put him in there in the first place, remember….."

"I do recall," Peter said, and he sighed. If the Kingpin put someone there, that person was going to want some revenge. "I have a feeling that I just made a powerful enemy tonight."

"You mean more than the powerful enemies that you usually make?" Gwen asked him and Peter sighed.

"You just have to make light of this….."

"No, I'm just bringing up an obvious point, you do make a few enemies during your time," Gwen said as she looked extremely thoughtful. "I'm surprised that your future conquest is not around any time soon….."

"You and I both Gwen, you and I both," Peter said, the Black Cat had gone underground. And as for Elektra, well she split. "I wonder if she's going to try and carry out the contract that he put out her head….."

"Well she failed the first time," Gwen suggested. "She is either going to take that really personally or go back underneath ground. I don't know which of the two she'll do to be fair."

"There's another thing that we're going to have to wait and see about," Peter said, a statement which brought him to another painful conclusion. "We seem to be doing a lot of waiting and seeing with this entire Kingpin thing."

"Well it's a part of the mission to be fair," Gwen said and she could see the frustration. "I've been cross referencing some of these warehouses….two of them belong to Norman Osborn…..which is curious."

"Do you think he's the Kingpin?"

"My gut tells me no, because a dying man wouldn't be running such an elaborate criminal empire, but that would explain the Kingpin's obsession with trying to get you on your side," Gwen said and her sigh was poignant and extremely long. "But it's interesting."

"It really is," Peter confirmed, and he wondered what he stumbled into now.

"But we've got tests to run after what happened tonight," Gwen said and she hated to be someone to nag. In fact she wasn't someone to nag.

"I did suggest that we do them in a roundabout way….."

"Yes, I know you did," Gwen said, as she sighed hard. "The last thing we need is a bunch of cheerleaders to jump you and start an impromptu gang bang."

Wisely, Peter kept his mouth shut and Gwen was not going to call him out on the fact that he kept his mouth shut.

The city was kind of quiet as well and Peter hoped to keep it that way.

"Just stop by and give me a sample of blood and come by after school tomorrow, because this might take a while, and I don't think that I relish the thought of trying to explain to your Aunt and Uncle while you're out again past your curfew," Gwen said and Peter was right at the window, where she let him in.

"Yeah, I think Uncle Ben at the least suspects something, don't know about Aunt May…"

"Well you should assume that they could expect something, it's kind of hard to keep a secret identity in this day and age," Gwen replied, without missing any kind of a beat. The blonde closed her eyes tightly and prepared to extract another DNA sample from Peter.

Peter stood patiently, he thought that he went through all of the tests that he should have gone through. But he was constantly proved wrong.

"So….have a good night….."

"Yeah, you too Peter, I'll see you tomorrow, let you know before then if something breaks," Gwen said, she was completely curious because this pheromone thing was unprecedented. She thought at first that familiarity would cause the pheromones to effect people but she wasn't really sure.

Peter was off into the night and Gwen sighed, as she parked herself out in front of her desk, she had the hell of a night coming.

* * *

"Yes, Liz, I'll see you tomorrow…yeah that's great….." Peter said, as he finished talking to Liz over the phone.

What he was anxious about was the results of the tests that Gwen was doing on his DNA. She had been very…..well he didn't really know the word for it. Secretive might have been a good word for it.

Actually it was the perfect word for it, she didn't really say anything to him at school. She had last period off so she got to leave early, so Peter followed her home.

'_I don't really know what I'm walking into now,' _Peter thought to himself and his heart thumped against his chest.

He knocked on the door and waited. Sometimes if Gwen was doing something, it took her a while to answer the door and he could not web sling in as Peter Parker. And he could only do that in the cover of night, as Spider-Man, as it was in a very dimly lit area.

"Oh, hi, Peter, get in, I've got news for you."

Peter followed Gwen inside and he frowned at her. "Now, Gwen, is this the good kind of the news….the kind that I like or the bad kind of news because I really can't read it on your face, you know…."

"Just get inside, I'll explain everything," Gwen told him and Peter raised an eyebrow. "I promise….the good, the bad, and the 'what the fuck' of it all."

"Oh, good, my favorite combination of news, I can hardly wait."

Peter said nothing, with Gwen leading him inside. The blonde really got down to it right away. "The good news is that it's nothing fatal, and you're not suffering some kind of slow poisoning that will cause you to burn out due to lack of sex."

"Well that…..well no more than other teenager out there, right?" Peter asked and Gwen's sigh was prominent. "So, what's the bad news?"

"The bad news is…..I'm not sure how you're going to control the release of these pheromones around some of the attractive females that you surround yourself. The good news…..I guess this is good news, again, is that it won't be around anyone that doesn't have a physical attraction to. The bad news…..and this is bad news…..or it might be good news…..I don't know."

Gwen was driven so breathless that she had to drink some water to calm down. Or at least be as calm as she's going to be.

"Are you okay?" Peter asked Gwen.

"Yeah, I'm fine," Gwen answered him and she shook her head. "Anyway, the bad news is that I think because of your….fame, there are going to be a lot of women who will have a fixation on you. And let's face it, you aren't that bad on the eyes as Peter Parker."

"Nice to know you think so highly of me," Peter said but he could sense that the news was getting weirder by the second. "So….I'm almost really afraid to say this but….the other news…the news that you couldn't classify as good or bad, what is it?"

Gwen remained silent for a second. "Your DNA….is evolving in an interesting way."

Peter was not about to ask whether that was the good kind of interesting, the bad kind of interesting, or some kind of interesting that was in the matter.

"The problem is, I don't know how far to the realm of spider you're going to go," Gwen said, running her fingers through her hair, and sighed. "It could be a little bit….it could be a big amount."

"But you don't know….."

"Not without time, I don't," Gwen told him and once again, she wondered how far he could go. "You may develop some kind of organic webbing…..and yes, I think it will shoot out of your wrist and not other places….despite conventional wisdom that says otherwise."

"But…"

"As for growing extra arms, I doubt that, although that would make an interesting….well it would make things fairly interesting," Gwen said and she shook her head, before she added mentally. "And it would be kind of hard to conceal."

"I figured as much," Peter told the blonde and she bit down on her lip, sighing in frustration. Peter didn't need his spider sense to sense the gears in Gwen's head grinding. He sighed and decided to throw all caution to the wind.

"So, what now, you must be wondering."

Well he didn't need to ask that, even though he wanted to ask that. Gwen's gaze found her way towards Peter's eyes and the young man's mouth hung halfway open and he nodded.

"I guess the best thing is to….well to monitor your DNA and see if there are any further changes," Gwen said, wringing her hands together. She rarely did nervous all that well but now she was completely and utterly nervous. "But….you should be fine tonight….you're healthy….perhaps too healthy as far as your sex drive goes. But you do have time to kill….."

"Yeah, not due to meet Liz for an hour."

Gwen smiled and there was only one thing that she had to say. "Good."

* * *

Peter Parker was on his way to the grocery store to pick up some milk and eggs but naturally, he would have had to run into trouble.

The thugs didn't give him too much trouble. These punks were looking for a quick buck but they were taught a lesson.

"And remember, no matter what, stealing is wrong," Peter said as he looked over his shoulder, swinging off into the night.

"Psst…Spider, over here."

He could see the Black Cat hunched over the balcony, perched…..well like a cat. Spider-Man looked at her, curiosity getting the better of him.

"What are you….."

"Follow me," Black Cat said, looking over her shoulder with a smile and a wink, as she made her way off into the distance. Spider-Man happily followed her. What man wouldn't happily follow her with the view that he got? Her tight ass was encased in that suit and he followed it, with it swaying by him.

Spider-Man turned a corner and she wondered where he was being lead to.

'_I just hope that I'm not being lead…..well…..into a trap,' _Spider-Man thought, it did sound so lame in the back of his head but it was true, he hoped that he was not lead into a trap.

The web slinger stopped and saw the Black Cat perched on the ledge once again. She stretched forward, touching the tip of her white boots, and she looked at him, a smoldering smile on her face. Hair flopped down over her face.

"The Kingpin's not still after you, is he?" Spider-Man asked and Black Cat looked at him, with a smile on her face. He noticed that it was quite predatory.

"Really, after all of that, that's what you're going to ask me, whether or not the Kingpin's still after me, or not?" she asked him and Spider-Man looked at her, shaking his head. "Okay, fair enough, it was a question that could be worth asking…..but I don't think he'll ever stop coming after me."

"You're not afraid are you….."

"Spider, I'm a big girl, as you can tell," Black Cat said, and her movement emphasized her breasts. "And I'm sure that you're a big boy that can handle yourself out there, protecting himself from the big bad Kingpin. He really needs to be knocked down a peg or two."

'Oh….he….."

"Yes, he does," Black Cat said as she got up to her feet. It was now that they stood next to each other on the rooftop that Peter realized that he was a head taller than the Black Cat. "Although, if I would have thought about the way that you stopped Elektra the other day, I would have done it a lot sooner."

"We could have put it on the Internet, and charged….."

Black Cat placed her hands on his hips and he was close to her body. The only barrier that separated them were his costume.

"You do realize that technically you were…"

"I technically was stealing from the big bad Kingpin, but I got this sort of Robin Hood thing going on, where I only rob for the rich and…..I make sure some of the proceeds go to the poor," Black Cat said and Peter looked at her, incredulously.

"Just some of the proceeds….."

"Well the girl's got to make a living, come on," Black Cat said with a smile and she stroked his chest. She smiled at him. "And you know, if you think that I'm such a bad girl, then maybe you should give me a spanking."

"It's….very tempting," Spider-Man said as he tried to keep the blood properly flowing.

"You know, it's okay to be bad….because it feels good," Black Cat said with a smile on her face and she continued to stroke his chest. "I don't want to damage another costume….this one looks far nicer than the other one."

"Well it's….it's a newer one….."

"But you're doing this to me, Spider-Man, you're really doing this to me, so I might not be able to hold myself back," Black Cat said, raising her hand up and slipping off his mask. Her juicy lips were inches away from him. "I've been a really dirty girl….."

"Yes, you have," Spider-Man said and he grabbed her around her ass, pulling him towards him.

"And someone could look up and see what we're doing, but….you don't care," Black Cat said, slipping her hand down the front of his pants and he closed his eyes. "I can tell you that you've had nothing like this….but I'm sure that you kissed all the little girls and made them cry."

* * *

It was late at night by the time that they were finished, and Felicia could barely walk after what he did to her.

"I think that you're at a disadvantage if someone calls the cops," Spider-Man said to her but she smiled. Fluids drained from her as she walked, her thighs and ass sore but at the same time, satisfied.

"Oh, I really disagree, and next time….bring your mystery friend, I know that she was egging you on," Felicia said with a wink, standing bare ass naked, except for her mask.

"When will the next time be….."

"Don't worry, Spider, I'll find you, trust me….I just got to….crawl into bed, I'll be fine in the morning."

He would have to take her word for it. She slunk off into the night.

"I still think that you should have pounded the fucking tease harder. Made her really beg for it too."

**To Be Continued. **


End file.
